Ben 10: The Justice Era
by Gogeta SSGSS
Summary: Ben lost everything and everyone he loved. Now he has another chance at life in a new Universe, a Universe with heroes and villains that he's never seen before. What happens when he forms a team of sidekicks to go on strategic missions? This is the beginning of a new era! Updated!
1. New Beginnings

Disclaimer: I don't own Ben 10 or Young Justice

 **Update 6/14/17: I've decided to remaster this entire story, chapter by chapter. Fixing grammatical errors and even adding in brand new content. I hope you enjoy!**

It was all planned out, from the very beginning. A small swarm of drones attacking the docks drew Earth's greatest heroes to the scene. Ben Tennyson, wielder of the Ultimatrix and savior of the Universe, Gwen Tennyson, half Anodite, black belt and local hero (among other things) and finally Kevin Levin, half Osmosian, middle school drop-out and also local hero. They had all helped to save the Earth in at least one occasion. They had done it in secret for the first year or so but, once Ben's secret was revealed, their identities were common knowledge although most villains had stayed away from family due to respect or honor or perhaps they were just too lazy either way, family was off limits. Unfortunately there was always the one villain Ben had overcome time and time again only to have him return in every instance. Vilgax, conqueror of ten worlds and all around jerk.

After dispatching the drones, Ben, Gwen, and Kevin returned to find not a family welcoming there safe return but, a scorched city with dead bodies in every direction. They hurried to the one place a person would go when a disaster like this occurred, home.

Ben was always the main target for attacks like these, ever since he was ten years old the villains would always go after Ben and anything they did was, in the end, simply to get to him. So they believed the best place to go at this point was Ben's home to check on the family that they held so dear. For some reason no matter how bad things got, the non-hero affiliated Tennyson family would be there for the trio, even when Kevin went rogue they still helped no matter what, they seemed immortal in a way. What they saw next would utterly shatter that thought process.

The house was in pieces and the entire block was more in shambles than any other place. As if a great battle was held here moments ago and the victor was just decided, the victor was decided and the great battle was over. The trio walked towards the house, Gwen using Kevin's shoulder to muffle her tears and cries of pain. Ben fell to his knees in front of the broken home.

"I swear when I get my hands on that squid-faced freak, I'm gonna-" Kevin's threat was cut-short when Gwen shouted "Look!" and pointed into the rubble.

Ben shot up and ran over to a pile of rubble. What set this pile out from the rest was the black and green ooze dripping from sides. Ben lifted a large piece of building up and struggled to flip it over only to reveal a gruesome body. A face so distorted not even a mother could recognize it but, a familiar pink jacket and white skirt could not lie.

Ben backed up holding his hand to his mouth, feeling as though he could vomit from the utter disgust he was feeling. Suddenly he had an eerie feeling come over him, like a man he wanted to murder more than anything at the moment was standing right behind him, in fact; that was exactly the case. The fifteen foot tall green humanoid stepped onto the street from a hover board he arrived on. His golden armor glimmered on the reflection of the burning city behind him.

"VILGAX!" Kevin roared and simply touched the ground immediately being encased in concrete before morphing both his hands into sledge hammers. He charged the war-lord and leaped into the air to come to eye level only to be back handed effortlessly to the side.

Ben wanted to jump into action, strike Vilgax as hard as possible but, he was frozen in place. Unable to even lift his arm and activate the Ultimatrix he just stood and starred at the charred and disfigured body lying in the grass in front of him.

Gwen screamed with rage causing Ben and Kevin to look over in distress. Gwen shed her skin to the ground causing a purple humanoid of bright and intense energy to float with grace and beauty off the ground.

"A line Vilgax, one you have crossed one too many times!" she shouted as Vilgax let a smile creep onto his face slowly. He pressed one button on his gauntlet and three poles erupted from the ground around her forming a cage of sorts. At least that's what it seemed like until it began shocking Gwen and causing her to fall to the ground, after a few moments her body evaporated into particles dissipating into the air.

"Pure unfiltered plasma, a lesser known weakness to pure energy beings such as an Anodite," he looked over at Ben who simply starred at the spot where his cousin once stood. That couldn't have just happened, could it?

"Wait, you mean?" Kevin started his sentence but simply looked to the ground with tears streaming down his face.

"Once energy has been dispersed in such a way, it can never be reconstituted," Vilgax smiled and looked over to Kevin before stepping forwards.

Every step he came closer to Kevin, Ben became more frozen. He was shocked, petrified, completely at a loss for thoughts let alone words.

"That girlfriend of yours and her Galvanic Mechamorph were the hardest to dispose of but, eventually she fell too..."

"W-Who else?" Ben muttered still staring in the opposite direction.

"Everyone who bears the name Tennyson now has a pike going through their skull and it's all. On. You." Vilgax walked up to Kevin who struggled to his feet only to face a Ray-gun pointed directly at his forehead.

Kevin whispered in Ben's direction "It's not your fault," He cringed at the sound of the single shot that echoed through the ruined suburban neighborhood and then the sound of a body collapsing on the ground broke the dam and rage flooded into the teenagers mind. His face contorted into one of fury as a green light engulfed the area and a dinosaur like creature of equal size to Vilgax rushed out towards the cruel villain with his fist balled up and ready to strike. Vilgax was unable to react as the fist collided with his face with astonishing power sending Vilgax into the ground and creating an impressive crater.

"How could you!?" he yelled as he pummeled the ruthless alien into the ground expanding the already decently sized crater even further. Suddenly both fists of fury were caught mid-swing by Vilgax who had a beaten face but relentless demeanor. He stood and twisted the Vaxasaurian's wrist until he fell to his knees.

"The better question is…" Vilgax paused to deliver a bone crushing roundhouse kick to the jaw sending Humungousaur into the wreckage of his house.

He stood up and saw only a wooden steak with a bloody Hawaiian T-shirt strung on it but, a body nowhere in sight; He rushed out of the house and tripped onto the floor in front of Vilgax who picked the dinosaur alien up by the throat. "Why couldn't you stop me?"

An uppercut that people across the broken city could hear sent Humungousaur into the air. Every window for a mile was shattered and he was sent flying hundreds of feet up, the hero reacted in the only way he could. He slapped the dial on his chest and a massive green light engulfed the entire city. What came from the light was an enormous white humanoid with red armor and a large red spike emerging from his forehead pointing upwards. Still hundreds of feet up or a few feet relative to the To'kustars size, Way Big brought his fist down on Vilgax's body crushing it with all his force and leveling a city block. Ben felt a rush of happiness fall over him as he slammed his fist into the ground causing small earthquakes around the city. This went on for several minutes until the Ultimatrix dial on Way Big's chest turned red and a green light once again engulfed the massive titan and reverted him back into a normal human. Ben stood in the wreckage of a massive crater, one that spanned several miles.

Inside the crater a twitching body was barely breathing, Ben could tell just at the sight of him that it wasn't the end of the evil war-lord. It never was… Vilgax always survived no matter how bad the beating. Ben fell to his knees at the scene around him, the events of the day had settled in his mind… his entire family had been killed and it was entirely his fault. He could have at least tried to save Gwen and Kevin but, had he not been a hero in the first place, this would have never happened. He left the crater and walked along the sidewalk as he let tears flow down and hit the slightly ruptured side walk.

Suddenly a blue light emerged from behind Ben. A man looking to be in his mid-thirties wearing a white lab coat and safety goggles appeared from thin air. Ben didn't turn around, he simply addressed the man in the only way he could at the moment.

"Did you know this was going to happen?"

"Such is the curse of being a time walker," the man replied grimly.

"Why didn't you warn me it was a trap?"

"There are things-"

"You cannot do and places you cannot go… right," Ben finished the man's often used quote with a bitter sadness.

"I am very sorry for your loss truly I am but, the time for mourning is over, we have work to do," Ben turned around and wiped his tears.

"I'm done Paradox," Ben took his jacket off and tossed it to the ground dramatically. "If being a hero caused all of this, than I'm done with it all." Ben looked around at the burning city and grimaced.

Paradox sighed "It already happened so you can't change it, but you can make sure no one ever shares an experience like this ever again," Paradox walked up to Ben and put a hand on his shoulder, "There is another universe I know of that you could start over in."

"Paradox! How can I possibly start over," He looked out at the destroyed city once more tears streaming down his face, "After all of this..."

"Benjamin, I'm afraid you cannot change the past, however; you can shape your own future."

Ben thought for several seconds before turning around, "A fresh start?"

"Ben Tennyson never existed in this universe, you would be starting a new, you could choose to reenter your position as a hero or live out a normal life, the choice is yours," Paradox looked down at his shoes for a moment.

Ben would never forget the pain he felt and all the people he had loved in this world but, if he could start a new life? A chance to form new relationships, to be smarter, wiser, and more prepared. If he could start over in a new Universe he could make sure he didn't make the same mistakes twice! He could right his wrongs, be a better hero! He had only one choice.

"Fine, I'll do it."

"Splendid, we'll go now then," Paradox dipped his and into his coat pocket and flipped open his pocket watch before a blue light wrapped itself around them and whisked them away.

…

 **Salem, Massachusetts**

A blue light illuminated the darkness of night just outside of a large tower in the middle of a park area.

"That's an odd place for an monument," commented Ben stepping out of the blue light casually. Ben looked over to Paradox who walked over to the side of the tower and placed the front of his pocket watch on the damp wall.

"It's more of a _tower_ actually," Paradox smiled as a golden light erupted from the pocket watch and caused a mystic symbol of some-sort to engulf it. The light died down and Paradox put his pocket watch away in his coat and stepped back.

"What now?" Ben asked.

"Well, that was like ringing the doorbell, so now we wait for an answer."

"Hey, I thought it was like four in the afternoon, why is it pitch black out?" Ben asked looking around the empty park.

"Actually in this Universe, on this Earth, in _this_ America, it's sometime after four in the morning, alternate dimensions rarely follow the _exact_ same time frame," Paradox hinted

"What do you-"

"You'll find out eventually," he coyly foreshadowed as a massive golden ankh formed in the position surrounding where Paradox placed his pocket watch earlier.

"I have a friend that lives in this universe, a powerful Lord of Order who might be able to take care of you until you get back on your feet. He can also introduce you to the heroes of this world." Paradox turned around as the golden ankh formed a doorway in front of them.

"Whoa," Ben exclaimed as Paradox waved towards the ankh as if implying 'after you'.

"Whoa indeed," Paradox followed.

…

 **Somewhere in the Nexus of Reality**

They arrived in a comfortable study of sorts with every wall covered in book shelves. Two seats sat separated by a small night stand in the far end of the room. The two large chairs were red velvet with gold trim facing a lite fire-place with a painting of an attractive young woman hanging above it.

A golden light appearing in front of the two caused Ben to shield his eyes, however; Paradox seemed unfazed.

"So that's what that feels like," Ben mumbled to himself referring to the light that suddenly blinded him as he shielded himself from its glow. A rather old man stepped out of the light before tapping on the floor with his cane as if ordering the light to dissipate, leaving the man behind.

"Kent Nelson, last time I saw you, you were inducted into that hero team, what was it? Justice Group?" Paradox stuck a hand out inviting the elderly gentleman to shake.

"It was called the Justice Society and you haven't aged a day, Paradox," Kent smiled and greeted the time walker with a hand shake keeping one hand on his cane, "If only I could say the same for myself."

"What happened to Nabu? He finally let you free?" Paradox inquired with a raised eyebrow.

"After much convincing, yes, it's been nearly seventy years since then, what brings you back to my Tower of Fate?"

"I have a favor to ask of you, old friend," He motioned behind himself to the still shaken teen, dry eyes from crying and torn clothes from fighting; Nelson was happy to offer them a seat to explain their story.

After Paradox explained Ben's situation and everything that took place in Bellwood, Kent turned his head over to the picture of the young woman over the fire place, "That's quite the tale," Nelson stated standing up and looking at the picture of the woman.

"My wife once used this place to offer refuge to the mystically confused or lost souls that needed guidance, I've let her down in a sense with my recent solitude," Kent smiled and put a hand on Ben's shoulder, "I believe its time for me to extend that sentiment one more time."

"Ben was it?" Kent asked before receiving a nod in response, "I could teach you everything you need to know about this Universe and then some," he glanced up at Paradox and back to Ben, "If you're up to it, of course..."

Ben barely cracked smiled in response to this, "I know my family would have wanted me to be happy, staying haunted by their memory won't help me do that. I guess I need to start a new life, but I don't want to _be_ somebody new. If that makes any sense," Ben chuckled nervously as Kent laughed with him.

"Makes perfect sense to me, kid!"

"Thank you ever so much Kent; it means the world to me," Paradox shook his hand once more before generating a serious tone, "If I could speak to you in private for just a moment?"

"I suppose," Kent replied moving to the side of the room while Ben looked around at all the books lined across the walls in the room.

"I have a warning for you, but I can't be too generous with details should _he_ find out I could face serious consequences," Paradox continued, "Beware of the Witch Boy; his return to this dimension is nigh."

Kent looked at the ground in fear gripping his cane tightly, "Klarion," he whispered to himself in understanding, "Thank you for the warning, Paradox."

"I couldn't leave a dear friend out in the cold without at least that much," He chuckled.

They walked over to Ben who was reading through a book of some sort of magic.

"Ya, know this doesn't look too different from what Gwen used to read all the time," Ben deadpanned and closed the book and placed it in the only empty slot on the wall.

"I would love to stay for tea but, unfortunately, there are other things I _must_ attend to," he looked towards Ben and waved with a smile, "Ta-Ta," a blue light engulfed the room and the time walker was gone.

"So what should we do first?" Ben asked Kent who waved his hand at the painting of the woman. The painting instantly changed into a screen of some sort displaying a team of superheroes saving bystanders and fighting some weird creature of some sort. They all wore strange costumes and one of them had some of the same powers as Ultimo.

"How about we start with the Justice League?"

…

Remastered Chapter 2 **Independence Day** Coming Soon!


	2. Independence Day

I don't own Ben 10 or Young Justice

Independence Day

 **1 Year after Ben's Arrival.**

"Do I have to go?" Ben moaned as Kent shuffled through a few boxes in the corner of his study, levitating the ones he had already searched into the air behind him.

"Aha!" Kent exclaimed as he pulled a golden ankh the size of a pencil out of one of the boxes and allowed the others to gently land around him, "Knew I didn't lose it," Kent turned to face Ben with concern but, his smile was just as loving and caring as it had ever been.

"And yes, you have to go, you can't live in here forever, trust me," Kent turned around and tapped his cane on the ground, summoning a full body mirror to face him with a flash of golden light. Kent played with his bow-tie as Ben defended his stubborn case.

"I just don't see the point in going to some shin-dig with a bunch of sidekicks; I've been saving the world since I was ten years old!"

Kent stepped out of the way and faced the mirror towards Ben.

"What do you see?" Kent asked calmly.

"A man who's more than ready to be a hero," Ben retorted folding his arms across his chest.

"You wanna know what I see?"

"No, but I'm sure you'll tell me anyways," he sarcastically attempted to walk away from the mirror but, was pulled back by the shoulders quickly.

"I see a boy no older than seventeen, one who has been forced to mature at an early age, the weight of the Universe on his shoulders as an adolescent, one who saw those he cared for pass right in front of his eyes, one who managed to pick himself up from depression and one who has managed to not only master his given powers but even develop natural powers that shouldn't exist in the first place. And all of that power and maturity has changed his heart and molded it to the heart of a true hero," Kent's speech finished quickly with Ben left wondering what his words even meant to begin with.

"Do you come with a dictionary or should I be trying to guess the meaning of all that?"

"Legal age to join the league is eighteen, kid, tough luck," Kent smiled widely knowing full well the reason Ben wasn't allowed to join the Justice League.

"It was worth a shot," Ben deadpanned with a disappointed slump.

Kent held the ankh up above his head and watched as it shun brightly with a golden light that only Kent Nelson could provide. He lowered his arm still holding the key outward and 'cut' a golden hole in the air which served as a long distance form of teleportation between the Tower of Fate and the Hall of Justice, home of heroes and the location of legends.

…

The passage way led into a library where several colorfully dressed heroes were gathered. As Ben and Kent entered the Hall they found that the former sidekicks had just taken seats in velvet chairs with soft arm rests; in the corner their mentors gathered in a huddle next to them.

Kent turned around and lifted his arm up with the key still in hand slowly 'zipping up' the hole in space and time.

Batman was about to discuss the villain activity of that day when he noticed the Senior Citizen walking up to them, leaning on his cane with a smile plastered across his face. Ben noticed the man dressed in all black Kevlar armor with a helmet in the shape of a bat. His bright yellow utility belt stuck out to him but, he couldn't complain considering the attire of Ultimo and the other heroes from his Universe.

The vigilante beside Batman wore all green clothing with some lightweight material and myriad of different arrow-like weapons including a holstered cross-bow, several miniature arrows strapped to his wrists, and finally his trademarked emerald bow and arrow. He raised an eyebrow at the sight of the teenager, almost immediately scoffing at the thought of 'green being his color'.

"Kent? I wasn't expecting you today," Batman spoke in confusion but, more prominently with a tone that shouted 'you really should have called first'.

"Batsy, it's always good to see you, I'm just here to drop off my protégé," Kent turned and pointed at Ben whom stopped picking his ear in boredom and slowly waved with a goofy smile on his face.

"Protégé?" Batman and Martian Manhunter said in unison both observing Ben thoroughly from their standing position, He didn't seem very muscular or heroic but, who were they to judge the decision of a former Sorcerer Supreme? Manhunter shrugged towards Batman whom sighed in response, he looked to Aquaman, Red Tornado and Flash but, none of them wanted to give their two cents.

"Yup, don't get me wrong he doesn't know the first thing about magic, but he does know a thing or two about being a hero," Kent looked over to Ben who was slumped over casually.

"Well," Batman said ignoring the former League members choice in apprentices, "We were about to debrief on the coincidence of four ice villains attacking on the same day, would you like to join us Kent?" Batman offered as Kent was still a senior member of the Justice League even though he retired in the early 90's.

"Oh no, I'm way too old for a debrief," Kent waved his hands at them turning around slowly, "I think I'll take my leave, you'll do great kid," Kent said the last part putting a hand on Ben's shoulder as he leaped into the golden portal that sealed itself from the other side.

"We won't be long," Batman said to the teenagers in the room including Ben as they began to turn around towards the metal doors that read 'League Members Only'.

"That's it?" a boy from the small group of sidekicks yelled out causing the group of heroes to turn and face him, "You promised us a real look inside not a glorified back stage pass!" The boy screamed nearly at the top of his lungs obviously totally disillusioned to the League's Hall of Justice.

"It's a first step," Stated Aquaman "You've been granted access few others get," he put his finger up with an 'as a matter of fact' tone.

"Oh really?" The boy said pointing towards the left wall with a giant glass window built into it, tourists snapping photo's as he ranted, proving his point in the process, "Who cares what side of the glass we're on?"

"Roy, you just need to be patient," Green Arrow pleaded stepping forwards.

"What I need is respect," Roy turned around to face the other teens including Ben, "I don't know about you, guy," Roy looked at Ben and then turned to face the other teen heroes in the room, "but they're treating us like kids, worse, like sidekicks," Roy spat the word as if it tasted like venom; "We deserve better than this!"

The other teens just stared at him confused and bewildered, sharing glances between themselves unsure if to talk him down or side with him or perhaps even stay neutral but, the boy wouldn't have it.

"You're kidding, right?" Roy paused staring them down, "You're playing their game? Why?" Roy didn't wait for a response before continuing, "Today was supposed to be the day! Step one in becoming full-fledged members of the league," he punctuated his sentence by pounding his palm with his fist, still not getting anything from the heroes until someone cleared their throat.

A boy in yellow sitting in one of the chairs spoke up suddenly, "I thought step one was access to the HQ?"

"Except the hall isn't the leagues real HQ, I bet they never even told you, the hall is just a front for tourists, and a pit stop for Zeta-Beam teleporters to the real HQ! A giant orbiting satellite in space called the Watch Tower!"

Green Arrow lowered his head in shame as Batman turned to shoot him his famous bat-glare causing a reaction from the emerald archer, he put his hands up in attempted defense.

"I know, I know but, I thought we could make an exception?" Arrow asked with a smile but, was only responded with Batman narrowing his eyes in disapproval.

"Or not..."

"We're supposed to be their partners," Roy took his yellow hat off revealing a mess of spiky ginger hair and turned to Green Arrow who sighed as Roy stepped forwards, "I thought I was his," Roy spoke with disgust as he tossed his hat on the ground at the Arrow's feet leaving the archer to frown with sorrow.

He then walked up to the other teens and addressed them one last time, "Maybe they were right about you guys, maybe you're not ready," Roy walked out of the automatic door and silence fell over the room.

"That was... dramatic," Ben quipped just as an alert appeared on the large monitor built into the wall of the library, suddenly displaying the face of their most famed protector, Superman! In Ben's eyes though, he simply saw a more normal version of Ultimo.

"Superman to Justice League, there's a fire at Project Cadmus with civilians still trapped inside," Superman looked away at something off screen and then turned back to the screen where Batman made himself present.

"I've had my suspicions about Cadmus and this gives me the perfect opportunity to-" The Bat's monologue was cut-off by another Leaguer accessing the channel as their face appeared side by side with Superman's.

"Zatara to Justice League, Wo-Ton the sorcerer is using the Amulet of Atone to blot out the sun, requesting full league response!"

Batman looked back to Superman who looked off camera at the blazing building below and back to Batman "It's a small fire, local authorities are on the scene, I'm sure they can handle it."

"Then Cadmus can wait," Batman pressed a small button on the console in front of him signaling all active League members, "All League Members converge on Zatara's coordinates, Batman out," He turned to leave through the exit when Robin, Kid Flash and Aqualad stepped in front of them.

"You three-" Batman looked over to Ben who waved again with an oblivious smile on his face, "You four stay put."

"What! Why?" Robin yelled out almost not understanding how they could be left behind after the stunt Roy pulled.

"There will be other missions," Batman explained calmly.

Aquaman intervened with a stern voice, "When you're ready."

"Until then, stay put," Batman gave them the deadliest glare possible before turning away, leaving the four teens to their thoughts.

On their way out Green Arrow whispered to Martian Manhunter with discretion, "Glad you didn't bring 'you know who'?"

"Indeed," the Martian agreed.

…

The four heroes sat in silence for several long seconds before Ben spoke up, "That was intense, my mentors always trusted me, but mostly cause they had to..."

"How do we ever expect them to trust us when they keep treating us like sidekicks?" Kid Flash said throwing his hands in the air with frustration.

"My mentor, my king; I thought he trusted me," Aqualad said looking at the ground until Kid Flash brought their attention to him by standing up from his chair.

"Trust us? News flash! They've got a secret HQ in space!" They all pondered his words knowing full well he was right, the fact that they had this Headquarters and never even told them about it displayed a major lack of trust and communication.

"I knew," Ben said as everyone turned their attention to him. "Kent told me a few months ago; I dont think he knew it was a secret though," he rubbed chin in minor confusion before they all turned their attention towards the new-comer.

"Wow, I guess we've been a little rude," Robin said rubbing the back of his neck whilst chuckling nervously, "Name's Robin, Batman's partner, at least I thought I was."

Kid Flash, a teen older than Robin covered head to toe in yellow friction-proof body armor, stuck his hand out letting Ben shake it shortly, "Kid Flash, but you can call me Kid if you want, my mentor is pretty self explanatory."

"As is mine," A taller teen clearly as old if not older than Kid with tan skin and a muscular build greeted Ben appropriately with a casual handshake, "My name is Kaldur'am or Aqualad however, I have no secret identity to uphold, therefore; you may call me Kaldur."

"Ben Tennyson, I was adopted by Kent not too long ago after an... accident," Ben rubbed his chin as silence over took the room once again. The blank silence fueled his curiosity as he remembered what Batman had said before he left, "What's Project Cadmus?"

"Dunno but, I can find out," Robin replied with a grin as he walked over to the monitor and plugged a cable from his gauntlet into the main computer screen, typing away with several small boxes opening up on screen with lines of code scrolling through each one.

"Access Denied," the automated female computer voice spoke suddenly causing everyone's gaze to fall upon the boy wonder once again.

Ben contemplated Upgrade or Brainstorm to do the job but his thoughts were cut short when Robin spoke up once again in response to the computer.

"Wanna bet?"

The small boxes disappeared and several larger boxes spawned with large amounts of code filtering through all at once, it was almost amusing watching the code scroll passed the young heroes eyes, even while hidden by his domino mask.

"Whoa, how... are you doing that?" Kid Flash commented as more code filtered through the hacking teenagers holographic screen.

"Same system as the bat-cave," Robin sung as he swiftly piggy backed into the League's systems.

"Access Granted," the filtered voice deadpanned.

"Nice," Ben commented as Robin searched and opened a certain file.

"Project Cadmus, a genetics lab here in DC, no further information but," He rubbed his chin, thinking for a moment about Batman's tone and his expression whilst talking about Cadmus, "If Batman's suspicious maybe we should investigate anyways?"

"Solve their case before they do; poetic justice," Kaldur contemplated.

"Well they do like their justice," Kid Flash said as they assessed their options.

"But Batman said stay put," Aqualad spoke with concern of being caught just as Robin readied a retort.

"For the blotting out the sun mission, not this!"

"Wait, are you going to Cadmus?" Kid Flash grabbed Robin by the shoulders and stuck a finger in his chest, poking him with a laugh, "Cause if you're going, I'm going!" Kid Flash slung an arm around Robins shoulder and looked over to Ben.

"The Tower of Fate does get a little cramped after a while, I wouldn't mind stretching my legs for a bit," Ben stepped next to Kid Flash who grabbed him under his other arm and all three smiled towards the final decision. Aqualad.

Aqualad sighed crossing his arms, "Just like that we're a team on a mission?"

"We didn't come for a play date!"

…

 **Washington DC, Project Cadmus**

"Help!" two men in lab coats shouted from the second story building as the fire raged behind them. The fire department had just rescued another civilian from another part of the building and was on their way to these two however; the fire was relentless and they weren't sure if they would make it in time. All seemed lost until a yellow blur ran towards the building and up the wall grabbing the two scientists just before an explosion rocked the area. He ran faster until he made it to the roof placing them safely away from the fire. Kid Flash, who had just barely gotten the scientists to safety, tried reaching the roof himself but, gravity took hold as he free-fell towards the ground. His impact was dulled by a massive blob of green goo, catching the speedster and lowering him safely.

"Look! It's uh… Flash Boy!" the civilians called out as Kid caught his breath.

"Kid Flash! Why is that so hard to remember?" The boy of speed got to his feet and looked around curious as to how he remained uninjured.

As Kid Flash caught his second wind, he realized what happened, "AH!" the speedster yelled as the green slop morphed into a almost humanoid form with green eyes and an hourglass symbol on its chest, "What in the hell are you?"

"Relax, it's me, Ben!" the creature spoke with a gurgle as if it was underwater. "This is my power, I'm a shape-shifter of sorts, each form has a different name, and this is Goop!"

Kid scratched his head for a moment, "Ok, Goop, what else can you turn into?" The green blob narrowed his eyes with a strange smile.

"I have nearly a hundred different forms at my disposal!" Goop reached over and slapped the symbol on his chest causing another bright flash of green light.

"And this," Ben began as he was now a black and blue velociraptor-like creature with sharp claws as hands and a visor over his face. "This is XLR8! One of my faster transformations!"

"Speed, huh?" Kid Flash managed to make out as XLR8 grabbed the speedster and ran up the wall effortlessly and through the window on the second floor where Aqualad and Robin where waiting for them.

"Thanks for waiting, guys!" Kid Flash spat sarcastically as he crossed his arms in mock protest.

"Weren't you right behind us?" Robin retorted as he was dumbfounded by the creature in front of them, "Uh Kid? Did you make a new friend?"

"No, we did, it's Ben guys! He's a shape-shifter! I think!" Kid Flash stepped aside and the velociraptor slapped the symbol on its chest transforming him back into his human form.

"Sup," Ben declared as the green light faded.

"Dude, that is so wicked," Robin declared.

"He said he can transform into a hundred different monsters!" Kid Flash pointed out as Robin began searching computers and dumping file boxes onto the ground.

"Actually, they're aliens from my home Universe," Ben said casually as everyone stopped and looked at him in amazement.

"Ok, so you're from another Universe? Like a parallel world? OH, is there a Kid Flash in your Universe? Am I as good looking there as I am here?" Kid Flash commented while slicking back his ginger hair.

"Actually, there is no Justice League where I come from. I'm the only hero on my Earth. I found this watch when I was ten years old and it has the ability to transform me into any of over a million aliens but, there are some restrictions on it right now so I can only access about a hundred maybe, like, eighty?"

"Dude, hardcore," they all fist bumped him one way or another until Robin spoke up from a computer console.

He had been searching a computer but, to no avail, "This was a waste of time guys, there is zero incriminating evidence on these computers, just junk files and trip schedules. What kind of genetics lab is this?"

"The one with more to it than meets the eye," Aqualad spoke up as he looked down a hall and saw a mysterious creature with glowing red eyes walk into an elevator and disappear as the doors closed.

"What was that?" Aqualad muttered narrowing his eyes.

Kid Flash sped over and commented as he places his hands on the closed doors, "Elevators should be shut down."

Robin and Ben ran next to him observing the elevator where they both tilted their heads slightly, "Are you seeing?"

"Yeah," Ben responded.

Robin pulled up a blue holoscreen from his gauntlet and scanned the elevator quickly, "As I thought, this is a high speed elevator, for buildings with more than twenty stories. It doesn't belong in a two story building like this," He dispersed the holoscreen and looked towards his friends.

"Neither does what I saw," Aqualad spoke as he pried open the doors and looked down to see a very dark elevator shaft going down much more than even twenty stories.

"Hence, why they need a high-speed elevator," Ben commented as he reached for his Ultimatrix and popped up the dial, switching through holographic silhouettes, finally he found who he was looking for and slammed the dial down with all of his force. With a flash of green light Ben was no more as a giant blue moth-like creature stood in his place.

"Whoa, who's this?" Kid Flash asked as Ben retracted his moth like wings onto his body using them as a make-shift hoodie.

"Call this guy, Big Chill," Big Chill spoke in large deep breaths as if it was hard for him to breath.

"And his ability?" Robin asked.

"He breathes liquid nitrogen, hence the name Big Chill," Big Chill turned around and faced the elevator stepping off and falling a few feet before his wings spread out in the shaft as he slowly glided down.

"I have got to get me a watch like that," Kid Flash said as Robin pulled out a small device from his belt.

"You and me both," Robin said as he shot a grappling line at the ceiling of the shaft and jumped downwards letting himself down slowly. Kid Flash jumped a grabbed on to the grappling line along with Aqualad sliding down until they reached Sub Level 26.

Robin stopped slowly as he looked down and realized they were nowhere near the end of the shaft but, they were at the end of his grappling line.

"I'm at the end of my rope," Robin said as he swung over to a small ledge where Big Chill was already leaning casually against the wall.

"Figuratively or Literally?" Big Chill asked as Robin opened a holoscreen and began hacking wireless sensors just as the others arrived.

"Both, hacking motion sensors and security checkpoint… now!"

Big Chill phased through the elevator door freezing it over with a sheet of ice making it as vulnerable as glass. Aqualad shattered the doors with brute strength and as soon as he did so, Kid Flash slipped his goggles over his eyes and sped off into the long hallway at super speeds. Of course, things are never so simple as he was met with a line of giant, reptile like creatures with glowing red eyes and horns the size of the average man. Kid just barely avoided being squashed as the others arrived to see the beasts minding their own business unaware of their presence.

"Nope, nothing odd going on here," Big Chill commented as the line ended and they slowly disappeared from sight.

…

Robin hacked through a few doors before coming across a giant room with walls lined with giant test tubes each one containing some sort of deformed creature that generated electricity constantly, turning the room into one big strobe light.

Ben, who had long sense transformed back to normal, had nearly gone blind from the display, with curiosity looking at the creatures in each tube he. attempted to understand the situation

"Whoa," Robin gasped as he rubbed his eyes and adjusted them to the proper lighting.

"This must be how they keep a massive compound like this off the books; they use these creatures to generate their own power," Kid surmised as he walked by a small computer and immediately looked over to Robin who nodded in understanding.

"Didn't the Cadmus of myth create new life by sewing dragon's teeth into the Earth?" Ben commented receiving looks from the others, "What? My cousin loved myths."

Robin began typing away into the small computer, analyzing data as to further their investigation, "They call them Genomorphs; Whoa look at the stats on these guys, super strength, telepathy, razor claws... they're breeding living weapons!"

"They're engineering an army, but for what?" Kid Flash asked.

"Wait something else, Project Kr, its triple encrypted and'll take a few minutes to-"

Robin was interrupted by a voice shouting from down the hall, "Don't move!"

A man in a grey armored suit with a golden helmet and gauntlets yelled out as Genomorphs leaped and took positions around the heroes.

"Wait? Aqualad, Robin, Kid Flash? What are you doing here and who's this?" He punctuated his sentance my gesturing to Ben whom sheepishly waved.

"He's a friend, but I think I know you," Robin spoke as he narrowed his eyes through his domino mask, "You're Guardian, a hero!"

"I do my best," Guardian said nonchalantly.

"Then what are you doing here?" Ben asked as Robin continued to encrypt the files.

"I'm chief of security, you're trespassing but, we can call the League and get this figured out."

"You think the League is going to approve of you breeding weapons?" Ben asked as Guardian held his head for a moment.

"Weapons? What are you-" Guardian paused with discomfort before looking up at the teens with fury, "Take them down hard! No mercy!"

"Not good!" Ben said as he dialed up an alien and slammed down on the Ultimatrix with no time to choose, he selected the first one that came up which happened to be a very lucky draw.

"RATH!" a giant tiger like creature with the build of an Olympic weight lifter and one single claw protruding from the center of his knuckles roared with fury as he tossed aside any Genomorphs that got in his way and after taking down most of them he turned his sights to the biggest creature and Guardian.

"Let me tell you something living weapons and hero who may or may not be under mind control, nobody takes down Rath! Not even Rath!" the tiger creature immediately began sprinting before switching to all fours as he jumped at a rather large Genomorph and wrestled it to the ground putting it in an arm bar and dislocating its shoulder with a loud squealing hiss.

"I need back up!" Guardian yelled through his ear piece.

"Yes, you do," Rath said cracking his knuckles and approaching slowly before Kid Flash caught his attention with a shout.

"Uh Rath?" Rath turned around to face his caller with a snort.

"We should probably go, we can't fight an army!" Robin said as he finished encrypting the code and ran towards the hall next to them.

"Says you! Rath does anything he wants!" Rath began running after his team mates sticking his tongue out at Guardian who waited with a glare for his back up.

They headed for an elevator which Robin dutifully hacked as Rath fought away any Genomorphs that came close, swatting them away like flies.

"Take that! And that! Rath likes playing this game!" Rath tossed aside the last Genomorph and walked up to Robin slapping the symbol on his chest and reverting to his human form.

"Dude you were awesome back there, although; the whole talking in third person thing is kinda weird," Kid commented as Ben laughed.

"Sorry about that, Rath tends to get a little carried away and if you noticed, he isn't too bright either," Ben said as Robin finally opened the door.

"Good timing," Aqualad said as bigger Genomorphs turned the corner and chased after them. The elevator door barely closed before the Genomorphs slammed into it creating large dents in the metal doors.

"That was close," Ben said as he looked at the floor number watching it increase instead of decrease, "Wait, we're going down? Out is up!"

"Excuse me? Project Kr is down, on Sub Level 52."

"This is out of control; maybe we should call the league?" Ben suggested as the others looked down realizing how far things had gone in such a short time.

They didn't get to ponder for more than a moment before the elevator doors opened and revealed a long, eerie, and dimly lit hallway covered in some sort of flesh like material.

Robin took off running as Kid Flash followed leaving Ben and Aqualad behind.

"Well, we are already here," Aqualad said shrugging and running after the others leaving Ben to sigh and run after them as well.

They ran until they came upon a fork in the paths.

"Which way do we go? Bizarre looking hallway one or bizarre looking hallway two?" Robin commented as the rest of the team looked over to Ben.

"What?"

"You be the tie breaker," Kid Flash commented "What do you think we should do?"

"Well… I like bizarre looking hallway number one so why not?" Ben walked through the group and down the creepy hall as the others followed suit when suddenly a tall skinny Genomorph caught sight of them from the second hallway they didn't go choose causing the team to begin running towards a metal door labeled 'Kr'.

Just then the elevator opened revealing Guardian and a troop of Genomorphs unloading and fanning out into the hall, the tall-skinny creature yelled out as they approached him, "They are heading towards Project Kr!" Guardian didn't stop running as he past him and turned towards the first hallway.

Kid Flash was the first to make it to Kr while the others were still slightly behind and the door was closing quickly so Kid thought quickly grabbing a small tank of some sort and jamming it into the door stopping it for several seconds, long enough for Ben, Robin, and Aqualad to get through. Just as the Genomorphs were approaching to enter as well, Aqualad kicked the tank away causing the door to slam-shut in front of them.

Robin wirelessly hacked the doors lock system and disabled it with a loud echoing clank.

"I disabled the door, we're safe," he panted.

Ben grimaced, "We're trapped…"

"Guys?" Kid called out from behind them, "You might wanna to see this!"

The three of them approached Kid and were just as surprised as he expected while staring up at a teenage boy no older than sixteen wearing a white suit with a crimson 'S' symbol on it. The boy was in some sort of stasis tank, seemingly unconscious with three smaller Genomorphs above him sitting idle each with glowing red horns.

"Big 'k' little 'r'; the atomic symbol for Krypton… Clone?" Kid Flash asked looking towards Robin who'd already begun hacking the control console.

"Ok, Project Kr, weapon designation: Superboy. A clone force grown in sixteen weeks!" Robin read in surprise, "From DNA acquired from Superman."

" _Stolen_ from Superman," Aqualad corrected, "There is no way that he knows about this."

"The solar suit allows him to absorb yellow solar radiation 24/7, speeding up his growth by two-hundred percent!"

"And those creatures?" Ben asked as Robin read on.

"G-gnomes, force feeding him an education psychically," he narrowed his eyes at the screen, "A corrupt one, no doubt."

"Ok, _now_ we contact the League," Ben commented as he reached for his Ultimatrix but, Kid Flash stopped him grabbing his wrist quickly before explaining himself.

"We're gonna be in serious trouble if we don't at least have something to show for all this," he looked up at the test-tubed teen.

"We're trapped and we don't have any real way of getting out of this without back-up," he sighed and pulled his arm back, "I'll call Kent and maybe he'll let us off the hook…"

Ben pressed a button on his Ultimatrix attempting to contact his mentor, "Kent hello? You there?" the only response was static, "We're in too deep, literally," Ben joked as he walked over to the clones' pod.

"Set him free," Ben said as the others looked at one another and shrugged in confusion, unsure of his decision.

"We'll need him if we're gonna get out of here," Ben put his hands on the glass and sighed, "We can't just leave him here." Ben exclaimed as Robin held his hands up in defeat.

"Fine, you win," he pressed more codes on his gauntlet before a large burst of steam expelled from the pod as the solar energy light died down and the G-gnomes horn glowing ceased.

Superboy's hand clenched tightly into a fist as his eyes shot open with rage suddenly. The clone leaped forwards with astonishing speeds tackling Aqualad into the ground and continued to mount him and throw punches which Aqualad barely managed to defend against.

"Please we only wish to help you!" Aqualad screamed in between punches but, to no avail as the clone continued to punch away until he felt a cold hand on his shoulder causing him to turn towards the unidentified person.

"Hey there," Superboy analyzed his greeter, giant man at least seven feet tall made of purple and blue crystal spoke with a deep, burly voice. The weapon leaped to throw a punch but when the attack connected, it only successed in pushing the crystal man back and did no damage at all.

"Surprised me too," the diamond creature spoke before right crossing Superboy into the wall and sending a small barrage of diamonds which surrounding the boy pinning him to the wall momentarily.

Kid Flash and Robin looked at the creature with wide eyes.

"Diamondhead, he's called Diamondhead," Diamondhead reached for the Ultimatrix symbol and spoke, "And you can call this one-"

After a bright green light emerged from the area a humanoid about the same size as Diamondhead with red skin and four eyes coupled with four muscular arms shouting, "Fourarms!"

Superboy widened his eyes before returning to rage and ripping the crystals off of him one by one. He leaped at the strange creature aiming his fist for the Tetramand's face only to feel a strike of equal force connect with his stomach sending them both in opposite directions.

"This is getting way out of hand," Robin yelled pulling out a custom taser-gun and firing it at Superboy's chest which, even after the wires delivered some hundred-thousand volts, didn't do any damage. The clone pulled the wires out of his abdomen and yanked Robin over to him before back handing the boy wonder across the room next to Aqualad.

"Ok, we're two down, what now?" Kid Flash yelped over to Ben.

"Most of my stronger aliens are too big to fit in this room, I'm gonna have to do with what I've got," Fourarms slammed the Ultimatrix and a bright glow engulfed the room.

"Shocksquatch!" a yellow and black furred humanoid yeti like creature with the Ultimatrix symbol displayed as a belt appeared with yellow lightning surging through his fur.

"Let's do this eh?" the creature spoke with a Canadian accent and taunted the clone with hand gestured inviting a brawl.

Shocksquatch charged Superboy but, turned at the last minute allowing Kid Flash to come from behind the alien hero and right cross the clone across the face and then send a barrage of super speed punches to the stomach.

Superboy looked up unaffected before side kicking Kid into the wall putting a decent dent into the metal interior, Kid tried standing to his feet but, inevitably fell unconscious. Suddenly, Shocksquatch surprised the distracted clone and put him into a full nelson.

"Why don't you chill out already, eh?" the alien charged all of his electricity in his body and shot it directly into Superboy who screamed in agony.

"Shocking, isn't it?" Shocksquatch chuckled to himself, "I should write that one down," before the smoking Superboy flipped the alien overhead and onto the floor before super-punting him in the abdomen sending him into the glass chamber he had woken from. Glass flew across the room as metal clanked down around the fallen hero, "That pun was stale, I realize that now, I deserved that."

Superboy narrowed his eyes wordlessly as Shocksquatch fell unconscious causing a vibrant crimson glow leaving Ben out-cold in a pile glass and metal. The clone scoffed and stepped towards the giant metal-door that the heroes entered through; he effortlessly pulled the door open in a single motion.

Several Genomorphs, scientists, and Guardian were outside awaiting support to get the door open when they witnessed Superboy open it for them.

The head scientist walked foreword and adjusted his glasses looking into the room finding the four teen heroes unconscious, "Atta-boy."

…

I hope you all enjoyed the chapter!

If you're here for the first time, I hope you enjoyed.

If you are here and wondering why this chapter was remastered than let me give you a piece of refreshing news. I've decided to remaster each chapter of Justice Era and possibly continue the series due to the announcement of Young Justice Season 3: Outsiders premiering on Netflix in mid 2018!

Hope you love my writing as much as i do!


	3. Fireworks

I do not own Ben 10 or Young Justice

 **Fireworks**

After several long hours, the head scientist of Cadmus pondered what to do with the intruding sidekicks and that strange boy with the even stranger device. Dr. Desmond, as he was known, had requested an audience with the Light to discuss the trespassers; he was currently waiting for his superiors to convene.

 _'The weapon told me that the boy used his watch to shape shift, how strange, I've never seen anything like this before. If I could control it than I could become the most powerful person in Cadmus! Even better I could combine the shape shifting with Project Blockbuster!'_

Suddenly seven dark screens came down from the ceiling with blue circuitry flashing suddenly as the 'screen saver' with the word Cadmus displayed in yellow at the bottom of each screen. Once they were all down and surrounding Desmond, the screen saver changed to a silhouette on each display.

"Dr. Desmond, why do you require an audience with the Light?" One screen spoke with the voice of a man but, the voice was obviously filtered and disguised.

"Yes, I am terribly sorry to disturb you this late-"

"Just get to the point," The Light seemed irritated and unamused by Desmond's sudden call.

"Of course, we had a small fire here at Cadmus and the attention seems to have drawn intruders, three sidekicks and an unknown shape-shifter. Robin, Kid Flash, Aqualad and the boy's ID read Ben Tennyson although, our database has never heard of such a person existing anywhere and neither does the town in which his ID originates. My question for you is… what should we do with them?"

There was silence as this was in fact a strange occurrence, however; the Light barely hesitated.

"You said there was a shape-shifter? Another Martian?"

"No, in fact, the peculiar thing is this boy uses some sort of watch-like device to change, the CCTV footage is very intriguing," Desmond stretched his collar to allow oxygen flow through his shirt and relieve stress.

"Clone them, all four, remove this watch by any means and make it serve the light."

"Understood, oh and the source material?"

"Leave no trace."

"Understood," Desmond flashed a sinister grin as the screens shut off and began to ascend back into the ceiling.

…

'Time runs short, you must awaken, and you must awaken now!'

All four heroes shot their eyes open with a gasp, the first thing they noticed was they were all bound by their arms and legs to an upwards table by metallic-straps in some sort of pod, different from the one that held Superboy though. Speaking of whom was standing right in front of them staring relentlessly.

"What? What do you want?!" Kid Flash spoke up first, "Quite staring, you're freaking me out!"

Superboy raised an eyebrow in response as Ben attempted to cool things down.

"Easy dude, we don't want to piss off the guy who can fry us with a look," He stated narrowing his eyes at Superboy and preparing to speak, however; he was interrupted before he could.

"Prepare the cloning procedure for the new Project: Sidekick," Dr. Desmond said as he entered them room followed by an assistant holding a clipboard. "This will work much better than the other weapon, we were only able to scrap up a small amount of blood from Superman's fight scenes but, from these individuals we can dissect and rip anything we may need strait from their bodies," he smiled gleefully at his captured prey, "Bone barrow, spinal fluid, brain tissue, these clones will be infallible!"

"Oh, so not going to happen," Ben chided coyly as he tried to move his wrist.

"It's pointless to struggle, you're trapped, and even if you could escape the weapon wouldn't mind giving you another beating, isn't that right?" He motioned behind himself to Superboy whom was still staring at the heroes unamused.

He didn't respond; he simply grunted and turned around.

"Well, if you're not going to help than you can get back in your pod," Desmond shouted looking over to Guardian who had just walked in, "Get it back in its pod, we'll wake it later if need be," He turned around assuming his orders wouldn't be questioned but, fortunately, he was wrong.

"I don't see the problem in letting the kid stretch his legs," Guardian patted Superboy's shoulder who didn't respond but smirked very slightly at the man in gold.

"He's not a real kid, he's a clone, an it, and he doesn't need to 'stretch his legs' because his legs are artificial, created here in Cadmus; that means he belongs to me… or Cadmus, same thing," Desmond walked forward and turned his shoulder so his G-gnome could hop onto Superboy's shoulder.

"Now get back in your pod like a good little weapon."

Superboy prepared himself to punch Desmond in the face hard enough to shake the entire facility, but just as he was about to, the G-gnome's horns began to glow once again causing him to lower his fist and turn around submissively.

Ben knew that this clone must have had super hearing as Kent had educated him on the basic abilities of most League members, so he knew he could speak in a whisper. "Is that what you want, to be controlled, manipulated? We can show you things that they refuse to. We can show you the sun; we can introduce you to Superman," Ben's mumbling was suddenly interrupted by large syringe-like machines propelled downwards, taking blood samples from each hero as painfully as possible.

Superboy stopped walking to listen.

They all screamed in agony but, Ben didn't cease his whisper as sweat began to form on his temple, "You could be a pet on a leash or you could be something greater..." Ben screamed again, forcefully halting his speech before struggling to continue, "We can make you part of something amazing, I don't care how much mind control they've used on you; you were born from Superman's DNA that means the need to do what's right is in your blood. Do what's right Superboy, be a hero!" Ben had to nearly shout the last three words as the machine began electrocuting the heroes as it sucked their blood from their bodies.

At those last words Superboy snapped his eyes wide-open and launched his G-gnome off of him and into the wall with a single toss. Guardian grabbed him by the shoulder but, Superboy turned and backhanded him into the computer console causing short-circuits. Superboy walked closer to the heroes in the room where Desmond tried to order Superboy out.

"What exactly do you think you're doing? I gave you an order! Now, get back in your-" Superboy effortlessly swatted Desmond into a computer knocking him out cold as he continued to walk past Desmond's assistant, whom comically put her hands up and backed away understanding she had no intention of stopping him; she backed away until she was safely out of the room.

The clone leaped into the air landing on Ben's pod, he shattered the glass with a fist and ripped off the shackles setting him free just as Robin managed to set himself free by picking the locks.

"Batman would have my head if he knew how long I took to get out of that," Robin said as he rubbed his irritated wrists and jumped down to the floor where Ben, Kid Flash, and Aqualad met him.

"Seriously? That's what you're worried about? The entire League is going to have our heads after tonight!" Kid Flash exclaimed as they began running towards the door.

Robin slung several explosive shuriken behind him, connecting with the glass container that held their blood; the fiery explosion wiped out the samples and the cloning machine as Desmond took cover. He stood to his feet and saw that the cloning process had been destroyed completely, he grunted with rage adjusting his spectacles motioning to Guardian, "Activate every single Genomorph in Cadmus," he said through his teeth, practically seething with anger.

The teens ran through the halls lined with giant organic egg-like orbs; each one began glowing a sickening red as they sprinted past them.

"That doesn't look good!" Ben yelled as they continued down the hall towards the elevators.

"We are still forty-two levels below ground, if we can make it to the elevator-" Aqualad was cut off by the sight of two giant G-Trolls blocking their path, the same giant beasts from earlier that nearly turned Kid Flash into a pancake.

"Oh boy," Robin commented as Kid Flash looked over to Ben who was busy examining the hall and its approximate size.

"Ben, I don't wanna rush but, we could really use Rath or XLR8 right now," Kid Flash asked in desperation.

"This hallway is still too small for my stronger aliens, I guess I'll go with," He projected the hologram on his Ultimatrix before slapping the dial initiating an intense glow. What came from the light was a green humanoid with a red and yellow flower-like skull and a stench that could kill an elephant."Swampfire!" the alien announced with a voice sounding as though he had no nose to speak of; He formed two spheres of fire in his hands and tossed them at the beasts in front of them, scaring them considerably.

"Uh, Swampfire!" Robin yelled trying not to use Ben's real name out of habit, he quickly pointed behind them; every pod in the entire hall had begun glowing and releasing a Genomorph of a different size/type.

"On it," the alien declared as he created a wall of flame between the army of creatures and themselves leaving the G-Troll blocked elevator as their only means of escape.

Swampfire ran towards the G-Trolls alongside Superboy as they both jumped and slammed their fists on either of the G-Trolls' horns, knocking them over. Swampfire landed on the ground below it and placed his palm on the ground for no more than a second as giant green vines sprouted from the floor. The thick green vines wrapped themselves around the beasts forcing them down and keeping them pinned.

"That's what I'm talking about!" Kid yelled as he high fived both Superboy and Swampfire, the former of which was staring at his open palm confused; Kid slipped his goggles over his eyes and sped over to Ben and Aqualad.

"We need to get outta here, pronto!" Swampfire asked before slapping the dial on his chest and transforming into XLR8 again, his visor slid down quickly nodding to Kid.

"On it," Kid grabbed Robin and sped away while XLR8 grabbed Aqualad and followed. Superboy kept up with his own speed super-speed but, he didn't seem nearly as fast as though, as they dodged around Genomorph's at every turn, Superboy simply backhanded and straight-armed any that got in his way.

They stopped at the elevator where Kid placed Robin on his feet allowing him to hack through the door's security system and gained full access in mere moments, "Got it!"

As they entered the elevator, Ben transformed back to normal attempting to save battery and waited for the doors to close. They just barely saw Desmond and Guardian turning the corner towards them so, Robin elected to wave playfully as the door shut in their face.

Desmond slammed his fist into the elevator doors, "Take the stairs, cut them off on the ground floor, don't let them leave!" Dr. Desmond shouted as walked towards the stairwell entrance.

"What about you?"

"I'm heading to Sub Level 51 to use the elevator, then I'm headed to Sub Level Two to pick up a special gift from Project: Blockbuster," Desmond's eyes screamed 'evil plot' but, the manipulated hero Guardian couldn't make heads or tails of it and instead decided to follow his orders.

…

After some silence Kid Flash began to whistle as there was no elevator music playing, this prompted Ben to start whistling the same tune in unison. Comically, Robin joined in as well as they watched the numbers decrease slowly, passing Sub Level 20. Superboy grunted in frustration and everyone ceased whistling immediately, Kid coughed instead as to pretend he wasn't whistling.

The elevator finally stopped at Sub Level 8, just two stories away from their goal of leaving the facility alive, Superboy kicked the elevator doors down and sent them flying across the grey hallway, Ben chuckled, "Looks like they got a better interior decorator for this one."

"Stairs," Superboy stated bluntly pointing towards the door to their right as they all filed through the and Kid Flash immediately grinned speeding up the stairs and towards ground level.

"Kid, wait!" Ben called out but, to no avail.

Superboy jumped up the middle of the stairs without a second thought, grappling from rail to rail with his super strength and agility.

Ben popped up the dial and slid through dozens of aliens before finding the form he was looking for, he slapped the dial and allowed the trademark glow to take effect. Robin and Aqualad looked up at the tall skinny green alien made completely of vines and only sporting one single eye, "I'm gonna head up there and see what's up, you guys catch up when you can," the alien allowed one of his vine-arms to extend outwards and wrap itself around a higher railing, pulling him up towards where Kid had disappeared.

Wildvine used his super-strong vines to rip the door to Sub Level 1 off its hinges, entering the room where Kid Flash was face to face with Dr. Desmond, the insane man who had been chasing them this entire time; he slapped the Ultimatrix dial and appeared as Ben once again. He analyzed his surroundings quickly, he noticed the large room with a high ceiling and dozens of pillars supporting the building above ground, this could work for him.

"Remarkable! Such a power shouldn't be toyed with! It should be studied, weaponized; it should serve the light like everything in existence soon will!" Dr. Desmond spoke with utter insanity as he held a vile with blue liquid swishing around in it and a cork keeping it sealed.

"If a device like this were weaponized you could wipe out the universe, maybe more, and trust me when I say, I will not let that happen!" Unlike Desmond, Ben spoke with pure determination and justice in his tone of voice.

Desmond was the only thing standing between the teens and freedom and Ben didn't seem too worried considering the scientists appearance but, that blue liquid was a wild card. Just as Ben thought this, the others arrived shifting the odds in favor of justice. With their arrival, they brought a sudden nervousness to Desmond who gulped loudly but smiled with a sinister grin, "You think you have power? I'll show you power!" Desmond popped the cork on the vile with his thumb and downed it with one shot.

Seconds later, Desmond began holding his stomach in pain as he fell to his knees and his glasses flew to the ground; His body twisted and deformed, growing massively to nearly twelve feet tall. His skin turned a sickening grey color while splitting open in some spots revealing the fleshy muscle underneath. His eyes turned crimson red and his lab coat tore off of him, the others backed away as the beast roared sending saliva across the room.

"You guys go, Superboy and I can handle him," Ben said with a serious tone allowing his palm to hover over the Ultimatrix.

"I don't think Fourarm-guy can handle this, dude," Kid Flash said with a sheepish voice staring up at the massive beast as it stared them down.

"Nah, there's plenty of room here, why go small? When I can go hero!" Ben slammed the dial and felt the familiar energy overtake him as his DNA was rewritten and his body, size, and appearance changed dramatically. In Ben's place was a massive brown humanoid dinosaur with bright green eyes and the Ultimatrix symbol displayed on its chest.

"Meet, Humungousaur!" the alien roared sounding exactly like a prehistoric creature as he looked Blockbuster in the eye and preparing for a fight.

The others blinked in both fear and confusion, "Well, we'll leave you to it," Robin said as he headed for the exit, Aqualad, and Kid following behind him with a similar expression.

Blockbuster noticed this and turned towards them but, didn't get to finish whatever he had planned due to him being right hooked in the face by Superboy, "Your fights over here, ugly!" the boy of steel screamed as he jumped and threw a left hook that slammed into Blockbusters jaw sending him off his feet and into a pillar.

"Wanna get in on this?" Superboy yelled at Humungousaur who cracked his knuckles in response.

"My pleasure," Blockbuster threw a fist that connected with Humungousaur's chin knocking him backward momentarily. The dyno-alien grunted in response, throwing a punch that knocked the behemoth into the wall; Blockbuster stood only to be knocked back down by Superboy, whom barraged him with blow after blow until the creature backhanded him through two pillars severing them from the ceiling. Humungousaur's fist came from nowhere crushing Blockbusters face into the concrete wall, shaking the very foundation of the facility. Several devastating punches later, Blockbuster caught Humungousaur's fist surprisingly and threw a punch of his own sending him through a line of pillars that supported the building.

Superboy jumped at Blockbuster who caught the half Kryptonian by the arm and whirled him around and tossed him into a recovering Humungousaur knocking them both over. Blockbuster was about to throw another punch but was stopped by a grappling line wrapping around his arm suddenly.

"Not so fast, gruesome," spoke Robin as he, Aqualad, and Kid held his arm back with all of their strength giving Humungousaur the opportunity to get to his feet.

Blockbuster didn't seem impressed though as he yanked them all over to him effortlessly and sent a bone crushing jab into Aqualad's face knocking him through several pillars and into the ground whilst Robin and Kid landed in a heap, Robin barely managing to land on one knee.

Robin rushed after catching his breath, ducking under Blockbuster and placing several exploding Birdarangs at his feet before back flipping through his legs and of the way, letting the explosion cover the beasts face before sending more into his back.

The explosions barely fazed him as he grabbed the boy wonder and tossed him aside, hitting a pillar and landing on his stomach. Just as Blockbuster was about to turn his attention back to the strongest two he was met by two fists slamming his face. One Kryptonian and one Vaxasaurian sending him through several more pillars and nearly knocking him unconscious on the concrete wall, but no such luck as the creature stood once more releasing a mighty roar of rage and incoherent growling.

Superboy charged the beast but this time he caught Superboy mid-swing and sent an uppercut into his chin, the boy of steel flew through the ceiling and onto the ground of the Cadmus lobby. He looked up and roared once more giving chase to the half-Kryptonian by leaping through the hole and after his prey. Humungousaur sighed and slapped the Ultimatrix symbol changing back to normal with a single green-flash.

"Kaldur?" Ben asked as a limping Robin approached him with Kid Flash as his crutch.

"Out cold, why did you transform back?" Kid asked as he saw that Ben was slightly injured, "And let me guess you, keep the damage that your transformations receive?"

"It wasn't always like that but, yea, and it's a device," Ben raised his arm revealing the Ultimatrix, "It runs on a self-sustaining battery, eventually though, it will run out on me and it'll need some time to recharge."

Loud screams and crashes of fighting could be heard from the floor above; several craters formed in the ceiling as they fought with no mercy.

"We have to go help," Ben said pulling up the holograms of his aliens and looking for one that could possible injure this monster.

"Take a look at this," Robin said as he opened up his scan of Blockbuster, "That serum put him through a metamorphosis which is… whatever but, look at his adrenalin levels."

They all looked at the levels and were surprised to see the numbers, "Whoa, that's over ten times as much as a heavy weight boxing champion!"

"I know I'm surprised his heart hasn't ceased from all the pressure, it has to be the transformation that changed his body to suit the massive adrenalin levels, and when you and Superboy punched him over? His adrenalin doubled, hence why he was able to suddenly take Superboy on like it was nothing."

Speaking of which more loud thuds and screaming could be heard from both parties fighting above them; dry wall and concrete rained down like snow around them as the brawl quickly careened out of control.

"I have to get up there," Ben noted still looking through his aliens.

"Raise his adrenalin enough and eventually he'll start seizing," Robin stated as Ben turned his back to the boy wonder.

"That could kill him; I think I'll settle for knocking him out cold."

Ben slapped the Ultimatrix and in his place, was a giant yellow armadillo with massive arms and rather small legs, "ARMADRILLO!"

"Go, I'll take him down," Armadrillo looked upwards and slammed his arms on the ground propelling himself upwards through the hole that Blockbuster had previously created with Superboy's face.

When he arrived, Superboy was barely holding his own and Blockbuster had the upper-hand; the beast intertwined hands with Superboy and pushed him back as the Kryptonian's heels carved through the concrete.

Armadrillo placed his fist on Blockbusters back and allowed his jackhammer elbows to propel his fist suddenly with much more power than an average punch. This punch sent Blockbuster forwards and over Superboy's head landing near the glass exit but, digging his fingers into the ground to stop his momentum.

Armadrillo slapped the Ultimatrix dial and emerged as a giant humanoid heap of burning rock with a flaming skull to boot, "HEATBLAST!" The alien shouted as he allowed his burning fists to engulf the beast in fire, keeping him back momentarily.

"Took you long enough, what? Did you stop for a coffee break?" Superboy shouted as he caught his breath, placing his hands on his knees briefly.

"Robin wants me to make his adrenalin go up, till he has a stroke," Heatblast upped the flames keeping Blockbuster temporarily at bay.

"Do it!" Superboy yelled perking up quickly, "If we can't take him down than what choice do we have!"

"We do not kill!" Heatblast shouted in anger as the flames suddenly tripled in temperature and range nearly melting the concrete ground, "We're better than them! We don't need to kill to take our enemies down!"

Heatblast slapped the symbol on his chest changing his form once again into a three-foot tall midget made completely from white-silicon with a rather large mouth and glowing green eyes, "ECHOECHO! Alright, cover your ears," the tiny alien spoke in an auto-tuned voice as he approached the now smoking Blockbuster. Superboy complied in a confused manner but, covered his ears regardless.

The tiny alien cloned itself multiple times, splitting into seven different versions of himself and making a circle around the massive creature who seemed confused to say the least.

"Wall of Sound!" each tiny alien released a massive burst of sonic energy shattering the glass to the main entrance and causing Superboy to drop to one knee; the blast caused Blockbuster to fall to his knees as well clutching his head, screaming in agony as the sound bombarded his eardrums.

EchoEcho tightened his fists and upped the decibels getting even louder and causing Blockbuster to black out from the pain, toppling over like a statue. After several seconds of watching Blockbuster the tiny aliens ceased their assault on his ears, morphing back into the origin alien one by one until there was only one left. The last one slapped the symbol on his chest and reverted back into Ben with a low green flash. He did this just in time to see Robin and Kid Flash walking towards him and Aqualad helping Superboy to his feet, "Sorry about that I didn't mean to-" Ben was cut off by Superboy grabbing him by the collar of his shirt and getting really close to his face.

"Don't. Do. That. Again." After his warning was finished he dropped Ben who had a nervous drop of sweat beading down his temple.

"Hehe, got it," He gave a casual thumbs up.

They slowly walked out of the building and collapsed on the ground outside, the sidewalk had never been so comfortable but, this didn't stop Superboy from staring up at the moon, it was full and more beautiful than any psychic image Cadmus could have provided. It's light shun down on him as the navy blue night sky twinkled with distant star-light, "Bet, Cadmus didn't show you this," Ben stated staring up at Superboy from the ground but, just as he said this the entire building of Cadmus begun to shake vigorously, suddenly collapsing in on itself causing everyone to shield their eyes from the dust and rubble.

"Guess those pillars were important, huh?" Robin asked Ben who chuckled and got to his feet.

As they settled onto the concrete for some well-deserved rest, Superboy noticed something coming from the sky, "Guys," Superboy stated slowly pointing up to the now visible persons floating towards them. The entire Justice League arrived one by one including Superman, Batman, Wonder Woman, two flavors of Green Lantern, Captain Marvel, Martian Manhunter, Zatara, Black Canary, Flash, Aquaman, Red Tornado, Hawkman and women, Captain Atom, and Green Arrow all arrived either by flying themselves or a Green Lantern using a construct to carry them.

After arriving, silence befell the heroes, but none were more surprised than Superman when Superboy stepped forwards and pulled his ripped 'S' shield up and revealed it to everyone.

Batman spoke first, "Is that what I think it is?"

Ben stepped forwards, "He doesn't like being called an It," ben whispered as the Bat growled in response.

"I am the clone of Superman… I am Superboy," he repeated the mantra Cadmus had programmed into his mind, not knowing how else to introduce himself.

Superman took a step back with eyes widened but collected his composure soon enough as Batman placed a hand on his shoulder and faced the teens, narrowing his eyes at them intensely.

"Start talking."

…

After explaining everything that happened Superman, Batman, Flash, Martian Manhunter and Wonder Woman gathered into a group and began discussing the events, Ben's abilities, and what to do with Superboy. That was until Manhunter caught Superboy staring at Superman causing him to place a hand on the man of steels shoulder, glancing over at the clone. Superman sighed and walked over to Superboy, with a distaste in his stagger.

"I'll… _We'll_ figure something out for you, the League will… I mean. I better make sure they get that Blockbuster creature squared away though," with that Superman took flight and once he had reached a high enough altitude, he reached super sonic speeds in seconds to catch up with the group who was handling Blockbuster.

"As for you," Batman spoke referring to Ben, "I want a detailed list of your transformations and their abilities," he looked down at the boy's wrist, "And everything you know about that."

"Kent's my mentor, not you," Ben replied crossing his arms across his chest.

"End result aside, we are not happy," Batman growled before attempting to continue before being interrupted by a speedster.

"You should've called!" Flash chimed in.

"You hacked League systems, disobeyed direct orders, and endangered innocent lives as well as your own. You will not be doing this again," Batman stated firmly giving no room for arguing.

"I am sorry, but we will," Aqualad said as the five heroes stood together crossing their arms and nodding toward one another.

"Aqualad, stand down," Aquaman ordered.

"Apologies, my king but, No."

This caused Aquaman to raise an eyebrow and step forwards, "Excuse-"

Ben stepped up, "We did good work here today, the work you trained them to do, the work Kent trained me to do, the kind of work that I've been doing since I was ten years old and yea, it got messy, but no mission goes exactly as planned."

Kid Flash leaned over to Robin and whispered, "We didn't have a plan, right?"

Robin responded by elbowing him in the abdomen without a word.

"Today we formed something powerful, a team," Ben announce looking between himself and his new teammates.

"If this is about your treatment at the Hall, the three of you-" Flash started.

"The five of us," Kid Flash corrected "And it's not!"

Robin stepped forward, "Batman, we're ready to use what you taught us," Robin let his arms fall to the side, "Otherwise, why teach us at all?"

"Why let them tell us what to do?" Superboy announced from behind everyone, stepping forwards in front of Robin and crossing his arms once again, "It's simple, get on board or get out of the way."

"What he said, only nicer," Ben commented as they stood in a horizontal line each of them standing exactly where the League once stood with authorities and police, showcasing their amazing teamwork and ability to stand their ground against even their superiors. In a way, Batman was almost proud.

…

 **Mount Justice; Happy Harbor.**

 **3 days later**

"This cave was the original Secret Sanctuary of the Justice League," Batman stated as all five heroes were joined in the center of the hall in their civilian clothes all except for Superboy who had a black T-shirt with the red 'S' symbol on it and Ben who had his trademark green jacket on, "We're calling it into service again, since you five are determined to stay together and fight the good fight… You'll do it on League terms."

The other heroes in the room included Red Tornado, Black Canary, and Aquaman staring down the young heroes with pride

"Red Tornado has volunteered to live here and be your supervisor while Black Canary is in charge of training. I will deploy you on missions," Batman continued.

"Real missions?" Robin asked.

"Yes but, covert," Batman narrowed his eyes stressing the 'covert'.

Flash commented, "The League will still handle the obvious stuff, there's a reason we have these giant targets on our chest."

"But, Cadmus proves that the bad guys are getting smarter, Batman needs a team that can operate on the sly," Aquaman said turning to Batman who had more to say.

"The six of you will be that team."

"Cool! Wait six?" Kid questioned curiously.

Batman looked back towards the teleporters which had just died down as two figures walked towards them. One being Martian Manhunter and another being a shorter girl with long red hair and green skin, she had just a splash of freckles on the bridge of her nose and cute brown eyes.

"This is the Martian Manhunter's niece; she has elected to call herself Miss Martian, she will join you on this team," Batman placed a hand on her back as she approached the team slowly with her hands behind her back.

"Hi," she waved casually to the others.

"I like this gig more every minute," Kid Flash stated as he zoomed next to her, "I'm Kid Flash, that's Robin, Ben, Aqualad. It's cool if you forget their names," Kid smiled coyly.

"I'm honored to be included," the girl stated as she walked towards the silent Kryptonian.

Superboy walked in front of her, "You can call me, uh, Superboy," he reached his arm out but she didn't shake it, instead her outfit changed from a white and red female variation of her Uncles uniform to a black shirt with a crimson 'X' across it with the number.

"I like your shirt," she said blushing causing the Kryptonian to smile casually.

"Today is _the_ day," Ben announced one last time.

…

Underneath the destruction of the Cadmus building the real Cadmus headquarters was mostly intact, the 52 sub levels were untouched but, the large construction crew loudly put together the 'front' building to keep outsiders entertained, however; it was still obvious that Cadmus was forced into the shadows, the League would surely investigate.

Inside Sub Level 2 was nothing but a desk and a small construction crew rebuilding what had been destroyed. Guardian sat behind the desk with the skinny Genomorph from Sub Level 52 and Dr. Desmond's assistant on the other end of the desk, "Cadmus changes today. With Desmond out of the picture the board has placed me in charge. No more Genomorphs suppressing our will, Dr. Spence you are acting chief scientist. This is a kinder and gentler, Cadmus."

…

In a room filled with the same screens Dr. Desmond used to communicate with the Light, the Light themselves began conversing about what had transpired as of late.

"I'm not sure if we can leave Guardian in charge of Cadmus, are you positive that's the best plan?" One female voice asked.

A male voice responded, "That is of no real concern to us at this point, Cadmus was obviously a failure, and I'll send someone to collect anything useful from their laboratories later. In the mean-time we should focus on these teens."

Another male spoke, "In all my years of life never have I seen someone with such power," the man spoke with admiration at a security camera image of Humungousaur, "If we gain access to that device, the Earth would be ours. And if we could reverse engineer it? The entire Universe would be ripe pickings."

"I assure you, Project: Ten is already under production as we speak but, without all of Cadmus working on the project, it will take some time," the voice sounded slightly nervous at the last words.

"How long?" the voice growled.

"Five years… estimated of course but, my calculations are never wrong. I'm more concerned with Project: Match," he paused for a moment, "Last I checked it was unstable."

A female voice sounding more dominate than anything spoke up "Project: Match is a failure, it should be iced immediately."

"And as for the group of children?"

"It is now evident that the league is willing to employ children to do their dirty work," the man scoffed at the idea, "That's a dark twist."

"Never the less, it's one that can be played to our advantage, even the temporary loss of the weapon may prove useful. Eventually, everyone sees the light…"

…

Chapter 2 Remastered!

I'm changing a lot bit by bit, unfortunately, this will cause some odd scenes if you read this story linearly. Eventually all 20 chapters will be remastered and the 21st will be posted.

I did allow Majestic Night Fury to adopt this story, however; after seeing how he took 6 months to produce even a single chapter, I have decided to move on with the project in my own direction, remastering the story chapter by chapter.

Hope you all enjoy!


	4. Welcome to Happy Harbor

Disclaimer: I don't own Ben 10 or Young Justice

 **Welcome to Happy Harbor**

" _Recognize Robin B02, Kid Flash B03"_

Robin and Kid flash who are known as Dick Greyson and Wally West teleported into the main hall of Mount Justice wearing their civilian clothes. They immediately noticed Kaldur, M'gaan who asked everyone to call her Megan, Superboy who hadn't decided on a civilian name yet, and Ben all gathered around a Holoscreen tracking Red Tornado's approach to the mountain compound. As they caught sight of the four heroes standing in wait they shared a brief look before running over to greet them.

"Hey! Did you ask yet?" Wally exclaimed as the heroes turned to face them.

"He's arriving now" Kaldur responded as the speedster along with the boy wonder raced to the entranced to greet the android personally. This caused Kaldur and Superboy to roll their eyes and run after them leaving Ben and Megan behind to walk like normal people.

"So, how are you adjusting to the cave and the team?" Ben asked as they walked side by side to the entrance.

"A better question is, how I am adjusting to a new planet and culture" Megan responded with a short chuckle looking over to meet the eyes of Ben who laughed with her.

"And how is that going?" Ben asked after his laughter ceased.

"As well as it can go I guess, I've only been on this planet for a little over a week now so I guess I'm just trying to fit in at this point" Megan looked down remembering how hard it was on Mars before she felt a hand on her shoulder.

"I don't know what the rest of the world will bring but, you should know you're among friends. No one will judge you here." Ben spoke with sympathy before looking over to Red Tornado as he landed out front. Being that this is Ben we are talking about, he completely missed the fact that Megan blushed deeply and smiled after what he said.

As Red Tornado landed the entire team approached him at once.

"Greetings, is there a reason you intercepted me outside the cave?" the robots monotone showed a slight hint of confusion but no other sign of emotion.

"We were hoping you had a mission for us" Ben responded.

"Mission assignments are the Batman's responsibility; I am here merely to supervise you"

"But it's been over a week and-" Dick began before Red Tornado cut him off placing his hand in the air waving the team off.

"You will be tested soon enough, for the time being simply enjoy each other's company"

"This team is _not_ a social club" Kaldur demanded as Red Tornado stayed with his stoic robotic face.

"No, but I am told that social activity is a good team building exercise. Perhaps you can keep busy by familiarizing yourselves with the cave" Red Tornado walked away without another word.

"Does he think we're falling for this?" Dick exclaimed.

"Oh, I'll find out!" Megan responded happily.

She focused on Red Tornado's fleeing mind but couldn't get a fix on anything.

"I'm sorry; I forgot he's a machine, inorganic so I can't read his mind" Megan said defeated by the laws of physics.

"Good effort, in the meantime, why don't we take a tour of the cave?" Ben suggested.

"Well, Superboy, Ben and I live here so, why not let us be your tour guides?" Megan said referring to the half of the team that didn't live in the cave.

Everyone turned to Ben and Superboy.

"Don't look at us" Superboy said crossing his arms.

"We won't, a private tour sounds much better" Wally said getting closer to Megan who smiled innocently.

"She never said private" Dick remarked as Ben chimed in.

"Team building, we'll all go"

"Ok, then I'll be the tour guide!" Megan clapped her hands excitedly as she walked back towards the entrance. "This is the front door" she said as she walked through and inside the cave.

After showing the team nearly every part of the cave that mattered, Megan made her way to the back of the cave.

"This would be the back door" she announced as they walked out of the cave and onto a platform that was used when vehicles entered the facility. "The cave is actually the entire mountain"

"It was hollowed out and reinforced by Superman and Green Lantern in the early days of the league" Wally mentioned as they walked back inside.

Stopping at a staircase that led further into the cave Superboy decided to be productive and ask questions. "Why abandon it for the Hall of Justice"

"The caves secret location was compromised" Aqualad answered.

"So they traded it in for a tourist trap? Yea that makes sense" Superboy finished sarcastically.

"Obviously it was temporary until the Watchtower was finished, then if any villains attacked the hall. It wouldn't matter and they could be there in an instant via Zeta-Tubes" Ben concluded as he sniffed the air "Why do I smell smoke?"

"Oh my cookies!" Megan squealed as she floated into the air and towards the kitchen.

As everyone else arrived they were greeted with a silver plate of charred cookies.

Megan sighed "I was trying out Grandma Jones' recipe from episode seventeen of… never mind"

Ben put a hand on her shoulder "I'm sure they would've tasted great, kid mouth doesn't seem to mind" Ben turned to Wally who was currently shoving an over burnt cookie into his mouth.

Wally continued to chew until he realized that everyone was staring. "What? I have a serious metabolism"

"I'll make more?" Megan said uncertain if he was serious.

"It was sweet of you to make any" Kaldur said with a generous smile across his face.

"Thanks, Aqualad"

"Please, we are off duty, call me Kaldur'ahm or better yet, my friends call me Kaldur"

"And I'm Wally" Wally said as he shoved a cookie into his mouth. "See, I already trust you with my secret ID, unlike Mr. Dark Glasses over there, Batman's forbidden boy wonder from telling anyone his real name"

"Well my names no secret, its M'gaan M'orse, but you can call me Megan Morse" She waved her hands in the air for emphasis "It's an Earth name and I'm on Earth now"

Superboy sighed lightly and turned to leave the room; on his way out he felt a small nudge in his mind.

' _Don't worry Superboy; we'll get you an Earth name too'_

Superboy narrowed his eyes with rage "Get outta my head!"

' _What's wrong? Everybody on Mars communicates telepathically'_

"M'gaan stop!" Kaldur asserted "Here your powers are an extreme invasion of privacy"

"Plus Cadmus' psychic G-gnomes left a bad taste in his brain"

"I didn't mean to-"

"Just stay out!" Superboy spoke with a growl.

"Oh I know what we can do!" Megan suddenly spoke up after several seconds of silence. "Follow me" everyone went to follow except Superboy who chose to sit on the couch.

Ben saw this and stayed behind for a moment.

"You coming?"

Ben heard a grunt before hearing foot steps behind him.

"It's my Martian Bio-Ship" Megan said as they walked into the hangar where a giant red sphere shaped object laid.

"Cute, not aerodynamic but, cute" Wally said as Megan chuckled slightly.

"It's at rest silly, I'll wake it" Megan waved her hand in the air causing the sphere to shift and melt growing wings and even a door, which opened with only another wave of the Martian teens hands. "You guys coming?"

Wide eyes and loose jaws they slowly walked in to the ship and they were surprised with how roomy it was. It was an empty room with windows on each side. Suddenly chairs melted up from the floor along with a control console in front of the main chair. As they sat, flesh like straps melted around them. "Cool" Wally said as he let the straps form around him.

"Red Tornado, please open the bay doors" as the doors opened per her request, Megan took off at full speeds.

"Hey, how about showing us some Martian shape shifting?" Dick asked as Megan smiled and rose from her seat. She looked over at Ben before shifting into a female version of him. Then she shifted into a female version of Robin in full uniform.

"Impressive but, you're not going to fool anyone with those" Ben pointed out as Megan reverted to her usual look.

"Mimicking boys is a lot harder" she sat down slightly flustered.

"And your clothes?" Kaldur asked

"They're organic, like the ship, they respond to my mental commands"

"As long as they're the only ones" Superboy mumbled causing Megan to frown slightly.

"Can you do that ghosting through walls thing that Manhunter does?" Wally asked as to lighten the mood.

"Density shifting? No that's way too advanced for me" Megan looked down at her feet before Dick chimed in.

"Flash can vibrate his molecules strait through a wall, when he tries it? Bloody nose"

"Dude!"

"Here's something I can do!" as her mental command was sent the entire external shell of the Bio-Ship began melting with its surroundings. "Camouflage mode!"

"Red Tornado to Miss Martian, an emergency alert has been triggered at the Happy Harbor Power Plant. I suggest you investigate, covertly, I'm sending coordinates"

"Received, adjusting course"

"Let's just find the cause of the alert and get out of here" Superboy grunted.

"I don't think that's gonna be a problem" Ben said as he pointed out the left window where a giant tornado was headed towards the ship. Catching the ship in its winds, it pulled them to the ground causing an emergency landing.

The heroes immediately jumped out to face the giant cyclone in front of them.

"Robin, are Tornados common in New England?" Aqualad asked but looked around to find that Robin was already running towards the factory. "Robin?"

The others ran in after him to find that Dick had been thrown against a wall by something. That something was a giant man wearing some sort of red and blue armor with a single scarf tied around its neck. Blue glowing tubes extended from his back into his arms and his eyes were a sinister blue.

"Who's your new friend?" Superboy asked before jumping into action.

Dick got to his feet slowly "Didn't catch his name but he plays rough!"

Ben immediately reached for the Ultimatrix and dialed up an alien. "Perfect" he slammed the dial and after the signature green glow faded a giant turtle was left in his place.

"Terraspin" the turtle's voice was deep and lethargic without any sound of interest.

"My apologies, you may call me Mr. Twister" Twister summoned twin tornados from his gauntlets slamming into Superboy and knocking him across the room with ease.

"Let's see how you handle some wind power yourself" Terraspin floated into the air for a second and allowed his arms and legs to spin causing a vortex of wind to push Mr. Twister into a wall.

"You think you have control over wind? I am the superior elementalist here, trust me on that" Twister unleashed an enormous tornado colliding with Terraspin's and eventually overpowering him sending Terraspin across the room and outside the factory.

Wally shared a look with Kaldur and Megan before pulling a pair of goggles out of his pocket and slipping them on. He ran towards Twister and through his vortex at near Super Sonic speeds and attempted to drop kick the armored villain but it proved useless as Twister was unaffected by the attack and simply used his power over wind to spin Wally around and send him behind Twister and outside the factory.

Twister wasted no time before sending a giant gust of wind to knock both Kaldur and Megan off their feet and into wall behind them.

Suddenly a giant tiger like creature busted through the wall and began charging at Mr. Twister.

"Lemme tell ya something Mr. Twister, Rath doesn't like being blown away by his enemies! Now Rath his gonna blow you away! One way or another!"

Rath jumped at Twister who used his tornados to catch him midair.

"Oh! Now you're using gravity against Rath? Give up gravity! You're no match for Rath!" Rath wiggled in the air and threw punches that connected with nothing.

"Is this what I'm greeted with? Children and a half-wit shape shifter? I was prepared to fight a super hero" Mr. Twister gloated as Dick was the last one standing with an explosive Bird-a-rang clenched in his hand behind his back.

"We're not children!" Dick yelled as he threw the projectile along with others in which Twister deflected easily with only one landing on his armor.

"Objectively you are" Twister flicked the projectile stuck to his armor away before it exploded "Without super vision I find your presence here disturbing"

"Well we hate to see you disturbed but let's see if you're more _turbed_ once we kick your can!"

Twister chuckled and dropped Rath onto the ground with a large thud.

"Stupid gravity, I don't need you anyways!" Rath slapped the symbol on his chest causing a bright glow to occur.

When it faded a giant fish like creature appeared with the trademark glowing green eyes and Ultimatrix symbol on its chest. "Ripjaws? Now is not the time for a classic!"

Superboy jumped at Twister who merely used his wind to blow him away and into the ceiling knocking him into the floating Megan. Kaldur and Dick ran at him but only to be blow away in the same manner except they were knocked into each other.

Ripjaws used their defeat as a distraction to jump from above and land on top of Twister who simply used a cyclone to brush the fish alien aside knocking him to the ground.

"Oh yes, that was quite turbing, thank you"

Wally sat up from his position on the ground outside, as he got to his feet he noticed Mr. Twister leaving the scene. He sped in front of Twister and stood in his path. "What did you do to my team?"

"Embarrassed them largely" Twister sent a tornado at Wally picking him up and sending him into the wall of the factory, just before he made contact he was suddenly stopped by an outside force.

"I got you Wally" Megan announced with her hand in the air gently placing him down.

"I was sure you would know your own limitations!" Twister yelled as he rose into the air slowly.

"What do you want!?" Ben shouted in anger as he became more frustrated with every alien that failed against Twister.

"Isn't it obvious?!" Twister shouted sounding dumbfounded that the heroes hadn't noticed yet. "I'm waiting for a real hero"

"Read his mind, find a weakness" Ben turned to Megan who looked confused.

"I thought I wasn't supposed to do that?"

"It's okay with the bad guys!" Dick shouted as Megan nodded and looked over to Mr. Twister.

"Nothing. I'm getting nothing!"

"He _l_ lo Megan, Mr. Twister is Red Tornado in disguise, he's inorganic, an android, and how many androids do you know that can generate tornados?"

"Red Tornado sent us here!" Kaldur announced as Ben chimed in.

"After saying we would be tested"

"This game, so over" Wally said before walking over to where Twister was floating.

"We know who you are and what you want"

"So let's end this" Kaldur added

"Consider it ended" Mr. Twister reeled back and unleashed two twin cyclones into the air causing a massive storm cloud to form above him.

"Impressive show but we will not indulge you, we will not engage" Kaldur shouted pointing at the hero-in-disguise.

Suddenly lighting began to crackle in Twisters storm cloud.

"Uh, can Red Tornado do that?" Wally asked.

"You think I'm Tornado? Ironic" Twister sent a bolt of lightning into the ground in front of the heroes knocking them backwards.

Superboy ripped his jacket off revealing his black and red t-shirt; he roared and jumped into the air only to be struck by lightning in the chest sending him towards the ground.

Ben slapped the Ultimatrix not even realizing who he had chosen. As the green light faded Diamondhead stepped out of the glow and onto the battle field as Twister sent lightning towards Diamondhead who crossed his arms in defense. His crystals absorbed the lightning turning it into some sort of rainbow colored energy; He smiled and sent a blast of his own up at Mr. Twister who dodged appropriately.

"That's impressive; I suppose one of you has to be" he sent a enormous cyclone that picked up the crystal crusader and launched him into the air where Mr. Twister sent lightning into his chest pushing him into the ground from eighty feet up.

A green flash signified Ben's defeat as he had transformed back to normal.

Megan realized everyone was down and that they couldn't win but, they could at least survive. Using her telepathy she called the Bio-Ship to appear right between them and Twister who was about to unleash his full power but, stopped when he lost sight of them. As the Bio-Ship was in camouflage mode, it blended in with its surroundings without the heroes in the picture of course.

"Fine then, I won't deny you children have power but, playing hide and seek will not help me achieve my objectives, so stay concealed and if you stand in my way again, I will show no mercy!" Twister turned around and flew away after giving the proper warning.

"What happened?" Wally asked sitting up.

"I placed the Bio-Ship in front of us."

Superboy smashed his fist into a boulder next to him, "And that's supposed to make it right?" Superboy stepped in front of Megan who was still on the ground "You tricked us into thinking that this guy was Red Tornado!"

"She didn't do it on purpose" Kaldur said.

"It was a rookie mistake" Dick pointed out. "We shouldn't have listened"

"You are pretty inexperienced" Wally spoke up "Hit the showers, we'll take it from here"

Superboy walked away "Stay out of our way" he grunted before leaping into the air and into the distance to find Twister.

"I was just trying to be part of the team" Megan lowered her head so that her bangs covered her eyes.

Ben walked up next to her sadly and dialed up an alien "To be honest, I'm not sure we even have a team" Ben slapped the Ultimatrix appearing as XLR8 and speeding away to catch up to the others.

…

 **Happy Harbor Bay**

Three tornados rampaged through the bay destroying buildings, boats, sidewalks and injuring innocent people. Boats carried by these tornados rained down on the park area barely missing bystanders. One tornado went straight through a building completely leveling it. Another did the same to another building.

"Certainly this will get the required attention"

"You got ours" XLR8 said as he rushed at speeds of over five hundred miles per hour to strike the armored villain with all his might when a tornado came from the side and smacked him into the water.

Wally attempted the same maneuvers at the same speed from behind while Kaldur jumped in the air to attack from the front.

Twister grabbed Kaldur by the leg and swung him around and into Wally who, at five hundred miles an hour, flew through the air and landed at Twisters feet.

"Immaterial and insufficient; you are a distraction I can no longer tolerate"

Superboy came from the air planning to land on Twister but he moved aside and back handed the boy of steel into a tree.

A green light shun from under the water as the section of water became frozen and a humanoid moth creature fazed up from the ice.

…

Megan flew towards Mount Justice in the Bio-Ship while talking to Red Tornado.

"The team could really use your help" she pleaded as the screen clearly showed no sign of Red Tornado caring.

"If I were to intervene it would not be to help, still it is an odd coincidence that this 'Twister' shares my elemental abilities as well as my immunity to telepathy."

"He _l_ lo Megan"

…

Twister lifted a boat out of the water and tossed it nose first into Superboy who fell back and was pinned to the ground for the time being.

Kaldur and Dick jumped from the top of a warehouse and dodged around a tornado just to get close enough for Twister to blow them both into the water behind him.

Big Chill exhaled a large blast of liquid nitrogen at the android who barely managed to create a tornado in-between himself and the blast. He then summoned a bolt of lightning that struck at Big Chill who managed to become intangible at the last second although the lightening still fried him causing him to fall to the ground.

Superboy freed himself from the boat wreckage and leaped at Twister who summoned a tornado right under the boy of steel spinning him into the air and flinging him into the air and away from battle.

Kaldur jumped out of the way as Superboy and a yacht flew at him from the battle field. As the Yacht landed on a house it caused the house to collapse in on itself with Superboy still inside.

A discarded motor fell in front of Kaldur who picked it up and launched it at Twister.

Twister caught the machine with a miniature tornado in the palms of his hands and tossed it at a newly transformed Swampfire who was knocked back by the motor.

Wally and Dick had taken strategic cover behind a boat that had been tossed out of the water.

Dick unraveled his utility belt and slung it over his shoulder and across his chest like an ammunitions belt.

"You brought your utility belt?" Wally asked looking between him and the fight.

"First lesson Batman taught me, never leave the house without it"

"Yea right after never go to the bathroom without it"

' _Listen to me'_ Megan spoke to the entire team telepathically _'all of you'_

Kaldur stood from the ground where he was currently sitting injured.

"What did we tell you?" Superboy growled

' _I know and I know I messed up, but I am very clear on what we have to do now'_

…

"Get back, everybody clear the area!" a single cop yelled as he tried to move everyone away from the giant tornados tearing through the area. As civilians ran for their lives, Red Tornado flew overhead and towards the battle field.

"Hit the showers boys" Red Tornado spoke in his usual monotone as he landed in front of the heroes "I was hoping you could handle this but clearly, you cannot"

"But we have a plan now!" Dick exclaimed as Red Tornado ignored him.

"The subject is not up for debate" the others lowered their heads and moved out of the way so the real fight could begin.

"I was beginning to believe you would never show up!" Twister shouted as Red Tornado showed no sign of emotion once again.

"This ends, here and now" Red Tornado put a hand behind him and summoned a tornado and directed it at Mr. Twister who dodged and countered with his own tornado. The two forces of nature clashed until Red Tornado's was defeated and Twister's tornado headed straight for the android hero. Red Tornado put a hand out and dispersed the wind.

"We are evenly matched, Twister" Red Tornado put two hands behind his back summoning another tornado this time launching large rocks at Twister who chuckled.

"No Tornado, We. Are. Not." Twister punched the ground letting immense amounts of steam block the attack.

Twister summoned lightning and directed it at Tornado who dodged to the left. Unfortunately, this caused the lightning to hit a collapsed boat igniting the gas and causing an explosion that knocked Red Tornado to the ground.

"Remain still android" Twister extended his hand to the collapsed Red Tornado and allowed wire like devices to extend from his finger tips and connect to the androids head. "The reprogramming won't take long"

Suddenly, Red Tornado's head shifted to that of Megan's. "Longer than you might think"

"No" Twister mumbled as Megan pushed him back with telekinesis. Twister hit a tornado which turned out to be Wally spinning at near supersonic speeds.

As he stumbled backwards, he hit a rather hard fist made of crystal. "I think this is the part where you say sorry" Diamondhead barraged the armored villain with diamond shards each one piercing his suit and causing a short circuit of some kind. And as he recovered from that attack, Superboy came from behind and punched a hole in his armor before grabbing him by the arm and tossing him over to Kaldur who used his water bearers in the form of a mace to bash Twister in the side of the head causing a huge dent and even more malfunctions.

Megan floated up and brought the mechanical villain with her as she used her telekinesis to rip the arms of the armor off revealing wires and circuits where Dick threw several exploding bird-a-rangs into the armor causing it to explode and fall to the ground.

The armor barely got to its knees, before it opened up and revealed a pale, skinny man with brown hair who fell out of the armor and onto the ground.

"Foul, I call foul"

Megan raised her arm and lifted a giant boulder up and brought it down on the man's body. "M'gaan no!"

"I don't know how things are done on Mars, but here on Earth, we don't _execute_ our captives!" Dick yelled in anger.

"You said you trust me" Megan spoke with a smile as she lifted the boulder up to reveal a mess of crushed mechanical parts and wires. "That's why I couldn't read his mind"

Wally picked up a mechanical eyeball and smiled "Cool, souvenir"

Ben reverted to normal and joined the group as they semi-celebrated.

"We should have had more faith in you" Ben said as the others nodded.

Wally laughed "Yea, you _rocked_ this mission… Get it? Rock?"

"Ignore him" Be said putting a hand on her shoulder "We're all just happy to have you on the team" she couldn't put her finger on it but for some reason, she felt a warm happy feeling every time Ben put his hand on her shoulder and said something comforting.

…

 **Mount Justice**

"It was obviously made to control or destroy you" Ben commented as the remains of the android inside the Twister armor laid out on a table in the cave as Red Tornado stood with the entire team.

"Is that why you wouldn't help us?" Megan asked.

"No, this was your battle. I do not believe it is my role to solve your problems for you as you shouldn't not solve my problems for me" Red Tornado could sometimes be very hurtful unintentionally due to his cold hard logic.

"But, if you're in danger-"

"Consider this matter closed" Red Tornado turned to leave dismissing them all with a stoic stare.

"Batman, Aquaman and Flash. They would've jumped right in to fix things" Wally commented.

"I guess if we're gonna have a baby sitter heartless machine is exactly what we need" Dick pointed out as Ben chuckled and pointed over to Red Tornado who stopped to face them.

"Inaccurate" Red Tornado turned around again "I have a heart; carbon steel alloy" he turned his head for just a second "I also have excellent hearing" he turned and left the room without another word.

"Right, sorry" Dick responded.

Ben laughed and slung his arm over Kaldur and Wally's shoulder, "This team thing may work out after all" as they all left the room Megan and Superboy was the last to leave.

Superboy got up to leave silently but right before he left he turned around and his face changed to ne of sympathy.

"Sorry" he turned and left leaving a smiling Megan behind.

…

CHAPTER 4 WOOOOOOOH!

It's a bit shorter than usual but, hey! I worked hard! XDXD I hope you enjoyed and just a little Q&A that may contain _**spoilers**_ so naturally you should stay away from this if you don't want to ruin any surprises.

What other DC characters not from the Young Justice series do you plan on introducing?

Well I've always liked the idea of Supergirl being a part of the team and maybe I could make her kryptonian (obviously) but not related to Superman and make KaraXConner… idk… I'm debating.

Also people from the Teen Titans like Starfire, Raven and Cyborg would be interesting to see but that's most likely Season 2 stuff.

I've already included the Source Wall and The Source.

Does Ben have Anodite powers?

That's what I was referring to when Kent said "Natural abilities that shouldn't exist in the first place" during Chapter 2 Ben has very little control over them and since he isn't used to it, he doesn't use them as much. It comes REALLY into play after the 5 years but I think it will show up once or twice before then.

Why not BenXZattana since they both have magic and yadda yadda

Well, I actually really like DickXZattana so that's what I'm gonna stick with. If there was going to be a pairing switch it would be BenXArtemis cause her attitude is actually really good with him but, when you look at his love interests in the past, Ben leans more to the sweet type rather than the "I'll kick your balls in" type

Thanks for reading and make sure to review!


	5. Drop Zone

Disclaimer: I don't own Ben 10 or Young Justice

 **Drop Zone**

The Bio-Ship flew through the air at over Mach five as the entire team was gathered inside mentally preparing themselves for their first official mission.

"We're approaching Santa-Prisca" Miss Martian announced as Ben looked through his aliens and made a mental list of who he wanted to change into first. He had never truly been on a strategic mission with stealth being a requirement. Whenever there was mission back home, he would just walk in and beat up the bad guys, it was that simple. Now however; he has to be careful with his transformations considering a bright green light may give away his location.

 **1 hour ago**

The team was gathered in the main hall of Mount Justice in their civilian clothes as Batman introduced their first real mission.

"Isla, Santa Prisca" Batman announced as he pulled up a satellite image of the island on a holo-screen "This island nation is the primary source of a dangerous and illegal neo-steroid. A strength enhancing drug, sold under the street name 'Venom', Infrared heat signatures indicate that the factories are still running at full capacity but, all shipments of Venom have been cut off. That's where this team comes in. This is a covert recon mission only, observe and report. If the Justice League needs to intervene it will."

Ben looked over to Megan who seemed extremely nervous.

"Hey, don't worry about it" Ben nudged at her in a whisper "I used to do this kind of thing all the time" his comforting didn't need to be factual, did it?

Megan smiled at him as they both turned to listen to Batman once more.

"So who's in charge?" Dick asked as Red Tornado shared a look with Batman before turning back to the team.

"Work that out amongst your selves" Batman said.

…

 **Present**

"Drop Zone A ready to deploy?"

Aqualad stood up and pressed the symbol on his belt which caused his red Atlantean body armor to turn into a black variant.

"Ready" he said with determination.

"Putting the Bio-Ship in camouflage mode" Miss Martian announced as the ship disappeared from sight.

A small hole in the ship opened up as it flew closer to the water, Aqualad leaped out of the hole in the ship and head first into the water.

After a few minutes of silence Aqualad's voice came through the coms "Heat and motion sensors have been patched, data's now on a continuous loop, move in"

"Drop Zone B" Miss Martian announced as she stood from her seat and the control center melted back into the ship. She lifted her arm at the ceiling of the ship and long purple cables formed down from it.

Robin and Kid Flash attached the lines to themselves.

Kid tapped the symbol on his suit causing the color scheme to go from yellow and red to black, grey, and red. "How cool is this?" Kid asked Miss Martian who smiled.

"Very impressive" she responded as she shifted her costume to a red and black variant.

"Uh that works too, hey Ben! It's your last chance to try out the new stealth tech."

Ben chuckled lightly "I don't think I'll be needing it" He grabbed a line and attached it to his belt. "No cape, no tights, no offence"

"It totally works for you" Miss Martian hummed as she stared at Ben. "As in that its good that you can totally do good work in those clothes" she gave a thumbs up causing Ben to raise his eyebrow.

After this happened Miss Martian covered up her blushing face with her hood, fading into the back ground with her camouflage mode.

Ben slammed the dial of the Ultimatrix and his preset alien, the green light engulfed the ship and what remained was a large purple lizard with darker purple camo-esque spots all over his body and a short tail. He had three triangular eyes, the left being blue, the right red and the top green.

"This is all the stealth I'll need" the creature chuckled and let his skin fade into the background as he entered a camouflage mode of his own.

When the hole in the floor of the ship opened up, Miss Martian hopped through and floated to the ground followed by ChamAlien, Kid Flash and Robin.

After they had all landed and detached themselves, Superboy jumped down like the others. The only difference being that he didn't attach his line before jumping. As he landed from over a hundred feet up, he caused the ground to shake and massive crater to form.

"Knew I didn't need a line" Superboy chuckled.

"And yet causing a seismic event may not have helped us much with the ' _covert'_ part of the mission"

"Aqualad, Drop B is a go"

"Head for the factory, I'll track your GPS and rendezvous ASAP"

"Roger that" Robin replied.

ChamAlien and Miss Martian reentered their stealth modes as the five teenagers dashed through the jungle.

After running for a while; Superboy stopped running as he had heard branches and twigs being stepped on somewhere nearby. "Did you guys hear that?"

Everyone stopped to look at the boy of steel and even ChamAlien and Miss Martian revealed themselves to listen more carefully. After seconds of nothing unusual, ChamAlien looked at Superboy and asked "Is this a super hearing thing or what?"

"Ok Rob, now what?" Kid Flash turned to ask the boy wonder who was nowhere to be found.

Kid threw his hands in the air "I hate it when he does that!"

ChamAlien took a serious tone. "Superboy, Kid, Switch to infrared vision and see if we're being followed"

The two nodded as Kid twisted the lens of his goggles and Superboy blinked a few times as to adjust his vision.

"I got a squad of armored bozos incoming" Kid announced

"Two squads, but they'll meet each other before they meet us" Superboy added.

Bullets sprayed as the shots echoed in the distance, Miss Martian put a worried hand to her mouth as Kid chuckled. "Guess we don't need super hearing after all"

"Swing wide, steer clear" ChamAlien advised.

"Yea yea just as soon as I find Rob" Kid sped out into the fray dodging bullets and energy rifles.

"Damn it Kid!" ChamAlien yelled as he slapped the symbol on his chest. The transformation once again malfunctioned causing him to transform into a random alien. A bulky, armored suit appeared with an oven like lid and three open slits with red light emerging from inside.

"NRG? Damn it!" he yelled in a thick Russian accent.

Kid sped up until he accidently tripped on a vine that sent him flying into the dirt and skidding to a halt right in front of a buff man wearing a black tank top and a white and black hockey mask.

"So much for the stealthy part" Kid dashed in the opposite direction barely dodging point blank gun fire.

The man in the mask had his sight set on Kid and was about to pull the trigger when a kryptonian fist caught him in the jaw and sent him off his feet and into a tree. Superboy landed on the man in a mount, he grabbed the gun and crushed the barrel with his grip before tossing it aside and sending three more hits to the face. The man grabbed hold of Superboy's torso with his legs and flipped the boy over his head and into the ground before hopping to his feet and smashing Superboy's head into the dirt with his fist. Superboy was about to get out of it when a bulky metal fist hooked the man across the face and sending him to the ground once more.

Two more men had set their sights on Kid who had disarmed half the assailants already. Before they could even fire, Robin jumped from a top a tree and kicked one guy in the face using his shoulder as a jumping board he round house kicked the second shooter in the face knocking them both out near simultaneously.

"What's wrong with you guys? Remember covert? Why didn't you follow my lead and vanish into the jungle?" Robin exclaimed as he hit two more guys in front of him with a Taser gun.

"That's what you were doing?" Kid Flash exclaimed as he finished knocking another man out. "Thanks for filling us in, we're not mind readers ya know!"

Miss Martian flew from behind him and pushed aside three armed men with her telekinesis.

"Well most of us aren't"

"You told me I could only read the bad guys' minds!"

As the leader of the first team was about to retreat he turned to face Aqualad who gently placed his hands on the leader's chest and generated his Atlantean bio electricity shocking the man and knocking him out cold before stepping on his weapon and crushing it.

…

"I recognize those uniforms" Robin mentioned "they belong to the cult of the Kobra"

"I'm sure Batman would have mentioned if he knew a dangerous extremist was running the Venom operation" Ben who had changed back to normal pointed out the obvious.

"Agreed and since there's clearly no love lost between the cultists and those goons, I'm betting Kobra walked in and kicked them out." Robin deduced. "That's why the normal shipments have been cut off"

"We get it, Kobra waned super-cultists mystery solved, radio bats and we can-" Kid was cut off by Ben.

"These cultists obviously aren't on Venom; Kobra's holding it all at once"

Robin grunted "Exactly and we don't leave until I find out why!"

"Until _you_ find out why?" Kid commented.

"This team needs a leader!" Robin defended.

"And it's you? Dude you're a thirteen year old kid!" Kid got closer to Robins face as he narrowed his eyes under his domino mask. "Who ducked out on us without a word?"

Robin chuckled and backed up "And you're a mature sixteen?" Robin crossed his arms. "You blew our cover first chance you got!"

Miss Martian looked over to Superboy who was watching the argument.

"Don't you wanna lead?" She asked as Superboy crossed his arms and scoffed.

"You?"

"After the Mr. Twister fiasco?"

"You did alright" Superboy commented causing a casual smile to cross her face.

"Thanks" She said nonchalantly.

As the fight continued the two walked past prisoners that they had previously tied up when the one in the hokey mask spoke up.

He laughed suddenly before speaking "Clever niños, but you only know half the story" he paused for a moment "Let me show you the rest, get you into the factory via my secret entrance"

"You're Bane, one of Batman's worst enemies, why should we trust you?" Aqualad asked rightfully.

Miss Martian knelt down beside the man and let her eyes glow green while she pried through his mind.

"There is a secret entrance but, he's also hiding something" Miss Martian narrowed her eyes before widening them in confusion "Ugh, he's mentally reciting _football_ scores in Española, this could take a while" she turned to Ben who narrowed his eyes at Bane.

"It's not complicated; the enemy of my enemy is my friend"

…

Bane led them to a cliff where they could easily see the layout of the compound and factory as well as the landing strip for helicopters and planes.

Robin took out his binoculars and gasped lightly "Look at all of that product, a buy is going down but, if Kobra isn't selling to the usual suspects…"

Ben sighed "We need to identify that buyer"

"Just what I was thinking" Kid added.

"Yea" Robin said sarcastically "You're the thinker"

"Sarcasm? Dude, a real leader would focus on getting through the mission not sarcastic remarks"

"I was leader of my team in my Universe and trust me there was a lot of sarcasm involved" Ben remembered before sighing once again as Bane picked up a large boulder and tossed it aside revealing a mining tunnel.

"The mission is this way" Bane said waving them towards the tunnel before leading them inside.

"So, now El Luchador is our leader?"

Robin bumped Kid as he walked by him and into the tunnel.

They came across a panel with some buttons on it, Bane pressed a few and a door way opened up leading them into the factory.

"All clear" Robin said as they dashed through the room in silence.

Bane looked around moments later to find Robin nowhere in sight "Did that little fool already get caught?"

Ben looked around and sighed "No he just does that"

"Stay put, I'll get our Intel and get back before the boy wonder!" Kid dashed away as Ben called out to him in a loud whisper. "Damn it Kid!"

"Great chain of command" Bane muttered as he walked past them.

They walked until they came across a bunch of workers moving crates and lifting boxes; they ducked behind a stack of crates in the far corner and watched the workers do their jobs.

"It's a massive shipment" Aqualad pointed out.

"Yea but they're only taking new product off the line, they aren't touching this Venom" Superboy mentioned referring to the crates of Venom they were observing from.

"Maybe freshness counts?" Miss Martian proposed only to be shot down by Ben.

"Doubtful, I have a hunch they've altered the formula somehow and that's why they would only need the new product because the old product hasn't been altered"

"Helicopter inbound" Superboy said before Ben could process his own deduction.

…

As the helicopter landed Miss Martian floated in the sky and ChamAlien on the ground next to the landing pad both in camouflage mode.

The helicopter opened and a man with blonde hair wearing bulky body armor and a hockey mask stepped out. As he approached the Cult Leader the man looked In Miss Martians direction and squinted but carried on as if nothing was wrong.

"Lord Kobra" the man said as a greeting.

"Sportsmaster, the shipment is ready" the cult leader said wearing a red cloak that hid most of his features other than his paper white skin.

A red headed woman with half her head of hair shaven walked up holding a small box, inside was eight viles of a blue liquid. "The new Kobra Venom?"

"A complete success" the cult leader said waving to his eight foot tall subordinate with massive muscles. "Our _friends_ will not be disappointed"

"This is a game changer; finally we can go mono a mono with the Justice League!"

' _Aqualad sending you a telepathic image of the buyer now'_ Miss Martian spoke through the mental link.

Aqualad focused on his thoughts as an image suddenly appeared in his head.

"Sportsmaster!" Aqualad exclaimed "He is the buyer? Aqualad to Red Tornado do you read?" static erupted from the com line.

"I can't reach the league, Robin, or Kid, we need a plan!" Aqualad said looking over to Superboy who shrugged.

"I have a suggestion" Bane said suddenly before jumping off of the cat walk they were hiding on and landing next to two cultists whom he back handed into the wall but not before they let some gun fire out.

"What is he-" Aqualad started before a massive beast busted through the window above him and grabbed Superboy by the head, dragging him off the cat walk and onto the ground twenty feet below.

The cult leader walked in and saw Aqualad with Superboy and Bane. "Destroy them!" the beast that attacked Superboy charged once again mere moments after the half-kryptonian had managed to get to his feet. This time Superboy met the creature mid-way stopping him in his tracks only to have himself picked up and tossed into the wall behind them.

Cultists began shooting at Aqualad who created a shield out of water with his water bearers. A green flash erupted from nowhere as a giant brown dinosaur grabbed the beast man-handling Superboy by the neck and tossed him aside. Humungousaur helped Superboy to his feet before charging the behemoth once again.

Bane used this distraction to slip away of course, he laughed maniacally first.

As Miss Martian began tossing cultists away with her telekinesis she caught the eye of Sportsmaster who was able to put two and two together. He narrowed his eyes at the shimmer floating above the battle and grabbed a small device from his belt that extended into a javelin. He threw the javelin directly at Miss Martian who barely managed to avoid the attack however as it passed her, the middle of the device glowed bright red before exploding in her face knocking the Martian to the ground.

Aqualad took cover behind a large metal container of some sort when two cultists came from behind and pointed their guns at him. It was a short lived victory as Kid Flash came from the side and drop kicked them to the ground.

"Miss Martian! Coms are jammed, link us up!"

Miss Martian got to her knees and nodded as the entire team felt a small nudge in their brains.

' _Link established'_ she said before falling to her stomach again.

' _Good, we need to regroup'_ Humungousaur said through the mental link as his physical voice growled due to him trading blows with the beast that was only known as Mammoth.

' _Busy now'_ Robin said as he finished sabotaging the helicopter and landed in front of the cultist leader known as King Kobra.

' _Robin now!'_ Humungousaur stressed as he tossed Mammoth aside and into the wall before landing a bone crushing punch to the face that also caused the entire wall to collapse.

Humungousaur slapped the symbol on his chest and a green mess of goo with a UFO floating above his head appeared. _'Strategic retreat; Kid clear a path'_

Kid Flash ran through the factory knocking cultists aside and relieving them of their weapons as Goop, Aqualad, Robin, Miss Martian and Superboy followed behind him. Once they were back behind the secret entrance, Superboy shut the door causing the light on the door to turn red signifying the lock had been activated. It was short lived as Mammoth had broken the door down with little effort.

"Aqualad the support beams!" Goop yelled as Aqualad formed a mace out of water and smashed apart the beams supporting this part of the tunnel on each side causing a cave in that blocked the cultists and even Mammoth from getting through.

Goop slapped the Ultimatrix and reverted back to Ben. As Aqualad snapped a glow stick in half lighting up the area.

"How could my first mission as leader go so wrong?" Robin asked as he looked at the large rocks blocking the nearest exit.

"You do have the most experience" Ben added "But maybe that's not a good thing, you and Batman have defined roles in your team and you don't really need to talk but, this team is new and a leader can't just expect us to know what to do"

Robin smiled and looked over to Ben "You're wrong"

Ben raised an eyebrow "I am? I thought I was spot on"

"The last part was but, I've only been doing this for four years, you've been doing this for way longer"

"Oh yea" Ben said rubbing his chin "I guess you're right"

"Who am I kidding?" Robin said "You should lead us Ben"

"I don't know about-"

"Hello Megan, it's so obvious!" Miss Martian said as she put a hand on Ben's shoulder "You're totally better at this than any of us"

Ben looked over to Superboy who shrugged his shoulder "I'm not leading"

Ben then looked to Kid who crossed his arms "Yea I guess you _are_ pretty good at the hero thing"

"Ok then I guess I'm leader" Ben said as he looked through his aliens. "Our first priority has to be preventing that shipment from leaving the island, and I know just the alien to pull it off"

…

The team ran through the mine shaft and headed for the exit that wasn't buried and blocked.

Robin brought up a Holoscreen from his gauntlet "Sportsmaster's the buyer but it doesn't add up, he doesn't have the resources to acquire the Blockbuster formula on his own same for Kobra."

"And neither of them has the chops to bond the formula with Venom" Kid ran slowly so that he could keep up with the rest of the team "That took some major nerdege"

"I bet Asmuth could do it in his sleep" Ben mentioned as everyone continued to run but turned to him with confused look. "Never mind"

Aqualad put his arm out stopping everyone in their tracks "I think the expression is _'tip of the ice burg'_ "

Bane stepped in front of the exit holding a detonator in his right hand.

"Halt, niños" he said as green lights lit up the cave around them "I'm feeling explosive"

"You betrayed us, why?" Aqualad asked out loud.

"I want my factory back" he started.

' _Kid, you'll need a running start'_ Ben said through the mental link.

"I forced you into a situation where you would either take down my enemies, or die trying" Bane smiled "If the latter, the Justice League would surely come to avenge their sidekicks and when the smoke cleared Santa Prisca would be mine once again" Bane lifted the detonator in his hand "blowing the tunnel with you inside should have the same affect"

Just as he was about to press the button on the detonator a black and red flash zoomed by and the remote was gone.

"With what? This trigger thingy?" Kid added with the detonator in hand.

Bane went to punch Kid who didn't move as Bane was suddenly lifted into the air by Miss Martian who smiled as she did so.

Superboy walked to just underneath Bane "Finally, drop him"

Miss Martian complied and dropped the man as Superboy's fist connected with his face and sent him flying.

…

"The helicopter is operational exalted one" one of the cultists said as Sportsmaster approached the helicopter once more.

Just as he was about to step on a grey blur dashed through the area and knocked several cultists over just by running past them.

"Take the shipment!" King Kobra yelled as Sportsmaster nodded and hopped onto the helicopter.

Superboy landed In front of Mammoth who growled at his presence.

"Go again?" Superboy asked as the behemoth roared and charged towards him only to be knocked aside by a large pulse of water directed by Aqualad. "Sorry not the plan"

Superboy watched as Aqualad added his bio electricity into the water pulse shocking and knocking the behemoth out cold.

Superboy smiled slightly until he was hit in the back by some sort of explosive… and it actually hurt.

Superboy turned around to see Sportsmaster holding a rifle of some kind as he fired it again and again knocking Superboy to the ground.

Miss Martian saw this and tried to sneak up on him but was tackled to the ground expertly before having the rifle pointed at her head. Superboy put his hands down and Sportsmaster grabbed the Martian by the neck and continued to point the rifle at her head as he backed into the helicopter once more. "Thanks for the work out but, I gotta fly"

After he was safely inside, Sportsmaster tossed the Martian out and closed the door behind her.

The helicopter was about to take off when the entire dashboard turned into a black consul with no buttons or switches and a green circle in the middle.

"Sorry" the circle lit up as the voice echoed through the helicopter "But I can't let you leave with all of this stuff in tow" the entire helicopter became covered in the black and green substance.

Sportsmaster growled and grabbed a rocket launcher from the side and loaded it. "Let me off or I blow you, me and this entire demon helicopter to rubble and I heard that this new formula is highly flammable so unless you want your Martian girlfriend out there to burn with you, I suggest you comply"

Silence rang through the helicopter as the door to the rig suddenly opened allowing Sportsmaster to jump out and escape into the jungle with the rocket launcher being tossed into the grass.

Miss Martian and Superboy ran into the helicopter after Ben had transformed back.

"What happened to Sportsmaster?" Superboy asked.

Ben looked over at Miss Martian who brushed a lock of hair behind her ear.

"H-He got away" Ben answered feeling ashamed for letting his personal feelings get in the way of the mission.

Robin looked out into the jungle and sighed "So did King Kobra"

"Well we did manage to acquire the Kobra-Venom before it was shipped off to whoever was employing Sportsmaster" Aqualad added as he restrained Mammoth with a metal pipe "All in all; I say we did pretty well"

…

"A simple recon mission!" Batman growled as he reprimanded the entire team who had been lined up in front of the caped crusader "Observe and report, you will each receive a written evaluation on your _many_ mistakes"

Batman walked away towards the exit before stopping "Until then, good job" the dark knight walked into a Zeta-Tube and disappeared

A smile rose over the entire team as Megan jumped into Ben's arms embracing him in a hug.

Ben thought back to what Sportsmaster said _"Unless you want your Martian girlfriend out there to burn with you, I suggest you comply"_

' _How far am I willing to go when Megan's safety is at risk and how did Sportsmaster know I was developing feelings for her when I didn't know myself until_ very _recently! Was it that obvious? Everybody Sportsmaster hurts from now on is on my head…'_

"Ben?" Megan said pulling away from the hug "Are you okay?"

"I'm fine" Ben said before smiling and blushing slightly "Let's celebrate! Smoothies on me!"

They all cheered but even a blue berry and banana smoothie couldn't shake away the dark feeling Ben had in the pit of his stomach. He had never let a bad guy get away over a girl, he may have made the wrong judgement but, he had always gotten the bad guy in the end but, this time he didn't. He just hoped that the guilt wouldn't eat him alive before he finished his smoothie.

…

That's Chapter 5 and the next has my most questioned villain YET! A question I know has been simmering in your mind one way or another… will A.M.A.Z.O have Ben's abilities?

Probably not! That would make the android literally unstoppable. I think it's only programmed to copy the Justice Leagues abilities.

Another quick update! Yes! Will it continue? No!

I'm going on vacation until the 11th of July so you can expect the next chapter sometime after that. Maybe I'll work on it during the trip but I will most likely not get it done.

I will call the team by their civilian names when they are wearing their civilian clothes. When they are in costume, I will call them by their hero names except for Ben who will be known as either Ben or the name of his alien.

Lastly, I have pretty much settled on Miss Martian/Megan being paired with Ben. Idk I just like the paring :/

EDIT: I published really quickly this morning so I didn't Beta-Test for errors before hand, sorry if the grammatical issues got in the way of enjoying your story time! I fixed most if not all of them now.

Review! It feds me! MORE!


	6. Schooled

Disclaimer: I don't own Ben 10 or Young Justice

 **Schooled**

Most of the team was gathered in the main hall of the cave not for mission briefing but for casual hanging out and just chilling. Kid Flash was currently playing Aqualad in a game of Hologram table hockey and eating a banana at the same time as Ben and Miss Martian watched.

"I play winner" Ben announced as Kid scored the winning goal against Aqualad who grimaced at his own defeat.

Just as this happened, Superboy walked through the teleporter and into the room, he wasn't exactly happy to say the least. The boy of steel walked right through the holographic hockey table causing it to vanish; he attempted to leave the room when a voice called out.

"Ready for training everyone?" Black Canary called out as Superboy turned to watch her enter the room from the far end and slowly make her way to the center of the holo-floor.

"Black Canary, Uncle J'ohn!" Miss Martian called out as her uncle entered the room alongside the bruising beauty.

Miss Martian ran up to her uncle and gave him a warm hug before pulling away and allowing him to put a hand on her shoulder. "M'gaan, I was in the neighborhood so I thought I'd see how you are adjusting"

"A few bumps but, I'm learning!" she said sounding excited.

"That's all I could ask for" he responded as Superboy sighed and turned to leave the room, Black Canary saw this and raised an eyebrow.

"Stick around, class is in session" Superboy turned around and crossed his arms in speculation.

"I consider it an honor to be your teacher, I'll throw a lot at you, everything I learned from my mentors" Canary slipped her jacket off revealing a bandaged arm causing her to cringe in pain "And from my own bruises"

"What happened?" Miss Martian asked with concern. Ben smiled at this, she was always concerned for others and it was so sweet it melted his heart. Ugh why was he having all these thoughts!?

"The Job" Canary responded coldly. "Now, combat is about controlling conflict, putting the battle on your terms. You should always be acting and never reacting" Canary smiled "I'll need a sparring partner"

Ben had never raised his hand so quickly in his life. His thoughts were way too focused on Megan and he really needed to focus on the hero part of being a hero. "Okay then, choose any alien you'd like" Canary responded.

"Alien? I think I'm good" Ben adopted a fighting stance causing Canary to go wide eyed along with everyone else in the room.

"Dude, she's almost as good as Batman, are you sure that's a good idea?" Kid asked to Ben who chuckled.

"What do you think I spent a year in Kent's tower doing? Sleeping?"

Canary smiled and adopted a fighting stance of her own.

Ben acted first sending a right hook to Canary who dodged and attempted to grab Ben by his arm, she did this inadvertently leaving her left side open, as she grabbed his arm, he swung his body to his right side and used her own momentum against her as he grabbed her by her left side and tripped her causing her to fall on her stomach.

Everyone in the entire room was absolutely stunned, Kid dropped his banana and Miss Martian smiled widely.

"I do not believe it" Aqualad said with raised eyebrows.

"Wow, you're quick" Ben said putting a hand to his chest catching his breath, "I almost missed how you left your left side open but that was probably because of your injury."

Canary smiled and got to her feet "I'm impressed, I wasn't expecting so much from you" she adopted a fighting stance once again "Go again?"

"Uh sure, yea" Ben said as he knew that she wouldn't let herself lose again.

Ben slid into a fighting stance as Canary immediately threw a kick that Ben easily blocked; she then ducked down and swung her feet under his own causing him to fall on his back. "Did any one see what he did wrong?"

Robin raised his hand "Oh, leader got lucky and then got served."

The team basically shrugged as one causing Canary to answer for them "He allowed me to dictate the terms of-" she was interrupted by Superboy scoffing loudly at her teachings. Canary looked over to him, "With my powers, the battle is always on my terms. I'm a living weapon and this is a waste of my time"

"Prove it" She said as he stepped onto the ring and got into a fighting stance as did Canary. Canary easily defeated him twice without a problem. Causing a loud muffled laugh from Robin. "That's it! I'm done!"

Canary put a hand on Superboy's shoulder "Training is mandatory"

They were interrupted as a large Holoscreen opened up behind them with Batman displayed across it. "Batman to cave" everyone heard this and gathered around the screen to hear what the cape crusader had to say.

"Five hours ago, a new menace attacked Black Canary and Green Arrow, the attacker was capable of studying then duplicating the powers and abilities of its opponents. Arrow called in reinforcements which nearly proved disastrous as it gained more power with every new combatant."

"Whoa, one guy with powers of the entire League?" Kid asked in amazement.

"In the end" Batman continued "It took eight leaguers four hours to defeat and dismantle the android"

"An android? Who made it? Tio-Morrow?" Robin asked as Batman shook his head.

"Good guess, Robin but, no"

Superboy sighed at this and turned his head.

"The androids design shares the signature of Professor Ivo" Martian Manhunter explained.

Robin narrowed his eyes "I thought Ivo was dead"

"We all hoped he was" Canary said.

Batman spoke up "The androids parts are being sent to two separate STAR lab locations in Boston and Manhattan" a holoscreen map appeared in Batman's place "there will be four trucks, two being decoys, you will split into two teams to protect the two _real_ trucks"

"Miss Martian, Kid Flash and Aqualad are on team one" Miss Martian looked over to Ben who wasn't paying attention to her; she sighed lightly as she really wanted to be on Ben's team. "Ben, Superboy, and Robin are on team two. We deploy in one hour. Batman out"

 **1 hour later**

The entire team was lined up behind a few bushes on the side of a highway. The Justice League loaded the trucks and sent them on their ways as the team prepared to deploy.

"STAR Manhattan is a go"

"STAR Boston is a go"

They all had their own motorcycles that shared their respective color scheme. Miss Martian pulled up next to Ben and smiled before speeding away in pursuit of her assigned truck. Ben smiled at this and did the same.

The trip was long and boring as the team continued to tail their assigned truck and so they decided talking wouldn't hurt.

"Do you think Superboy's okay?" Miss Martian asked as Kid and Aqualad turned to respond to her. "I didn't read his mind I swear but, Anger poured off of him in waves"

"He kinda has daddy issues and trust me you don't wanna touch that with a ten foot-" Kid was interrupted by Aqualad.

"What he means to say is that Superboy needs to work through his relationship with Superman on his own and helping him will only seem like an insult in his eyes"

"Aqualad you're so wise, if Ben wasn't around im sure you would have been leader" Miss Martian said as Aqualad smiled.

"Ben is the obvious choice and not to mention he has wisdom that he fails to show"

"What do you mean?" Miss Martian asked.

"In Santa-Prisca, when it came down to it, he was the most prepared for singularities or things that can't be counted for, he is much more fit to lead than I and I respect him nearly as much as I respect my mentor"

Miss Martian smiled and blushed slightly "He is pretty awesome isn't he?"

…

Superboy, Robin and Ben were tailing their truck as Robin decided to make conversation to pass the time but, being a thirteen year old, it wasn't very relevant.

"So if arm is the opposite of disarm… is aster the opposite of dis-aster? You see instead of things going wrong, they go right"

Ben looked at him and raised an eyebrow while Superboy growled and revved his motorcycle and sped closer to the truck.

"Someone isn't feeling the aster" Robin commented causing Ben to smirk.

Suddenly as the truck passed a massive cornfield, many black and green robotic monkeys sprung from the corn and launched themselves at the truck.

"Robin to team, we're under attack" Robin yelled into his com.

"Yea, we know" Kid responded as his truck was also under attack.

Robin pressed a button on the handle bar of his motorcycle causing the motorcycle to transform and one of the wheels to become an independent helicopter shooting down monkeys. It was short lived as the monkeys quickly overwhelmed and brought to the ground.

"Ok, no" Ben slapped the Ultimatrix and a man made of crystal leaped out of the green flash and onto the truck causing his motorcycle to crash. Diamondhead sent several crystals into several monkeys with a single shot.

Superboy followed Ben's lead and leaped off of his own motorcycle and onto the truck backhanding monkeys as he went. He grabbed one monkey by the head and was about to crush it in his hand before the monkey cackled and sent a green burst of energy into Superboy's eyes. Superboy screamed in pain as the monkeys grabbed him by the shoulders and dragged him into the air before dropping him on the street.

"How are we doing?" Robin asked as he kicked a monkey off the truck.

"Well our heaviest hitter just got blinded and tossed off the truck so, you tell me" Diamondhead sent crystals into monkeys one by one expertly, but this proved ineffective as he was soon overwhelmed too.

The monkeys that weren't fighting cut a hole in the top of the truck and pulled out the cargo before taking off into the distance.

Superboy jumped after them and into the corn fields. Ben transformed back to normal and looked out into the field. He pressed a finger to his ear, "Superboy, radio your position, let us help you!"

"Don't need help! Don't want any!" Superboy yelled before pulling the com out of his ear and tossing it to the ground.

"Superboy?" Robin asked getting silence.

"I think he ditched his com" Ben said as he slammed the face plate revealing a red sting ray like alien with pterodactyl-like wings and glowing green eyes.

"I'll go after him, track the coordinates through a monkey that's been destroyed"

"On it" Robin replied as he quickly grabbed a monkey that was discarded on the side of the road.

Jetray took off with a gust of wind and soon after he had been air born he spotted Superboy jumping eighty feet into the air.

"The parts are converging on… Gotham City" Robin spoke through the radio.

"I can be there the fastest, Kid, Miss Martian meet us there" Jetray ordered.

"Roger that" They said in unison.

After a few minutes of following the robots Jetray and Superboy came across a train that was passing the area. They both landed on the roof of the train as Jetray transformed back to normal and jumped inside landing in a dimly lit train car.

In the far end of the car sat a short man with red hair wearing a white button up shirt and a green vest.

"Oh hello" the man said.

"You're Professor Ivo? I'm whelmed" Superboy said

"A little on the short side aren't you?" Ben said crossing his arms with a coy smile.

"You're one to talk; the pint sized Super-brat seems a little smaller than the real thing, don't you think?" the professor quipped.

"Since when does the big blue boy scout have a kid?" Ivo asked putting a finger on his chin.

Superboy growled "He doesn't"

"If you say so, have you met my Mobile Optimal Neural Quotient Infiltrators?" As he finished his sentence the M.O.N.Q.I's leaped from their position next to Ivo and headed towards Superboy who destroyed them all quickly without even trying.

"And after all the work I had to go through to find a suitable acronym for M.O.N.Q.I"

"Access Captain Atom" a voice said from behind Ivo as a blast of yellow energy pelted Superboy in the chest sending him through the train car and into the one behind it.

Ben turned to see the attacker.

"Since Ivo's magnificent monqis don't float your boat, maybe my amazing Amazo will better suit you" Ivo stepped aside letting a seven foot tall shirtless android with pointed ears and green pants along with sinister red glowing eyes to walk forward.

Ben slammed the Ultimatrix revealing a small two foot tall with green skin and green eyes the size and shape of eggs. "Upchuck? Oops"

Superboy charged in from the last train car and slammed his fist against the androids face doing no visible damage.

Ivo chuckled "Oh please, my android has the strength of Superman, what chance do you two have?"

"I'll show you" Upchuck said before he opened his mouth and long tentacles sprung from his throat and wrapped themselves around a wooden crate laying on the ground next him. He pulled the crate into his mouth and swallowed it whole causing his stomach to glow bright green.

"Superboy duck!" Upchuck yelled as Superboy jumped out of the way slamming himself against the side of the train car as a green orb of energy spewed from Upchucks mouth and headed straight for the android. Unfortunately instead of breaking or at least damaging the android, Amazo stuck his hand out and caught the orb with one hand. Tossing it aside it looked over to its creator.

"Oh that is really bad"

"What's the plan fearless leader?!" Superboy yelled at Upchuck who gulped.

"That was the plan!"

Ivo laughed "You aren't really doing justice to the ol' S shield are you? Amazo destroy this Superman wanna-be and his groupie, priority alpha"

"Access Superman" the android leaped forwards grabbing Upchuck and Superboy by the neck and slamming them into the back of the train car.

"Access Black Canary" without letting go of Upchuck who struggled to get out of the androids grip, Amazo's lower half performed a roundhouse kick that knocked Superboy through the wall and onto a platform behind them. The android nonchalantly tossed Upchuck out the hole that Superboy made.

"Access Captain Marvel" yellow lightning cackled around the androids fist as it connected with Superboy's chin sending him off the train and into a window of a nearby building.

Upchuck looked over to Amazo who turned his head to look at the alien, he then turned to Superboy and jumped off the train in pursuit of the half-kryptonian.

"Not worth your time eh? You are _so_ going to regret that"

The android flew through the air using Superman's speed and flight and landed inside a classroom of some sort. It was now obvious that Superboy had landed in a school. Superboy came from behind grabbing the android in a choke hold with all his force but he still couldn't even bend the androids outer armor.

Amazo leaned forwards with super speed and strength flipping Superboy overhead and onto his back in front of the androids feet; "Access Flash" Amazo stepped on Superboy's chest multiple times with super speed before grabbing him by the neck and tossing him out the door and into the hallway.

"If you think I'm done with you, you're in for a shock, eh" Shocksquatch came from behind Amazo placed his palms to his chest before sending a blast of electricity into the android and sending him through a wall and into a gymnasium looking room.

Shocksquatch helped Superboy up before turning to the android that had gotten to his feet.

"What's the plan now?" Superboy asked "Or do you not have one"

"I already tried sucking the energy out of him but he must not be powered by electricity cause I couldn't do nothing eh but, this guy has all the powers of the League so I don't know what _will_ work on him eh" Shocksquatch slapped the dial on his chest revealing a man made of burning rock.

Heatblast looked to Superboy who rose an eyebrow "Heatblast and maybe he gets their weaknesses too, try making him go Martian Manhunter"

"Got it" Superboy acknowledged before cracking his knuckles and jumping at the android who was unfazed by the attacks. Superboy threw punch after punch before the android announced "Access Batman". Amazo grabbed Superboy's fist and judo flipped him over head and into the bleachers.

"Ok, new plan" Heatblast said before sending a torrent of flames at the android who took the heat unfazed once again. Heatblast launched himself into the air with blast of heat towards the ground and attempted to punch the android in the face but Amazo dodged at the last second and grabbed the Pyronite by the neck and put him into a chokehold.

"Bad idea, circuits for brains"

Heatblast clenched his fists and closed his eyes as he grunted with effort raising his body temperature causing the lava that made up his skin and body to ignite and expand reaching temperatures close to ten thousand degrees. The android felt the heat surge and heard the high pitched wine that came with it before letting go and side kicking the alien into the wall.

Ivo clapped from the stands where Superboy caught his second wind.

"Bravo, you managed to melt the paint on Amazo's skin, which is made of a Titanium, Cobalt alloy Btw"

Heatblast grunted as Superboy landed next to him "What? You're a walking candle stick; you can't reach temperatures that high?"

"Not now but-" Just as he said this Miss Martian and Kid Flash barged through the door and ran to their side.

Kid took one look at the android that was patiently waiting for his master's orders.

"You guys let him reassemble the parts?!"

"Yea, my bad on that one" Heatblast said as he slapped the symbol on his chest reverting him back to normal.

"You guys might wanna stay back for this one" Ben said with a cautious tone.

"What, why?" Miss Martian asked with pleading eyes.

"Cause I don't want any of you getting burned"

Superboy and Kid shared a look with Miss Martian before Ben turned his back to them.

"I can't explain right now but let's just say there's a time to go hero" Ben looked over to Amazo with a fire in his eyes "And there's a time to go ultimate"

"Ultimate?" Miss Martian said as Ben looked to Superboy.

"Cover her" he said referring to Megan.

Ben cracked his neck. "It's been a really long time since I've done this" Ben said as he dialed up an alien and slapped the Ultimatrix.

"Swampfire? That seems appropriate" Swampfire reached for the dial on his chest but instead of slapping it, he twisted it and let the dial pop up.

Ivo turned his head towards his android "Let's see what he's got Amazo"

"I'm giving you one last chance to give up!"

"Give up?" Ivo laughed "I have the entire Justice League in one creation completely obedient to me! The last thing I plan on doing is giving up!"

"I warned you!" Swampfire yelled as he slammed the dial back down and instead of the trademark green glow, a wave of green energy spread across his body revealing an entirely different alien underneath. Instead of green plant like skin, his entire body was composed of bark with blue glowing orbs instead of leaves. Green glowing eyes were carved into the tree creature along with a small mouth.

"ULTIMATE SWAMPFIRE!" Swampfire jumped at the android that attempted to block the attack but was surprised when the fist connected with his arm, the armored shell that was his skin cracked slightly.

"I WARNED YOU!" Swampfire sent a metal crushing fist into the androids abdomen and grabbed him by the neck and tossed him into the far end of the gymnasium.

The android got to its feet "Access Captain Atom" he sent an energy wave over to Swampfire who countered with a massive wave of blue fire. The androids radiation blast was no match as the android was suddenly enveloped in blue flames. As Amazo tried to walk through the fire, the paint on his skin began to melt away.

"Fire with an internal heat of over twenty-two thousand degrees! What? Don't you LIKE IT?" Swampfire made the heat even more intense as the android's internal exoskeleton was now visible and the heat continued to eat away at even that.

Superboy grabbed the sweating Miss Martian who had just fallen to her knees in exhaustion and pulled her closed as to protect her from the heat.

Swampfire was relentless as even when the android was pushed into the far wall of the gymnasium pinned by the force of the pure heat, the alien hero continued to pour the energy onto the android.

Once Amazo was molten metal and ash, Swampfire halted his fire.

Ivo raised his eyebrows in surprise "No no that's impossible!"

"Believe it!" Kid yelled as he ran up to the mad scientist and grabbed him by the shoulder before right hooking him in the face and knocking him out.

Swampfire put his hands on his knees as his heavy breathing slowed down "Ugh I still got it" Swampfire slapped the symbol on his chest reverting him back into normal Swampfire, he slapped his chest for a second time reverting back into Ben.

Miss Martian stood to her feet holding her head as Superboy supported her. Ben walked up to them smiling but they all had looks of confusion instead of happiness.

"What the hell was that?" Superboy yelled "You could've hurt M'gaan!"

"I told you to cover her!" Ben responded "I'm sorry I had to do that but there just wasn't time to explain!"

"Its fine" Miss Martian said as she approached Ben and the others. "I'm just surprised you had a transformation that was so powerful!"

"Ultimate Swampfire isn't close to my most powerful alien, he just seemed appropriate considering he was the first transformation I used when I first used the Ultimatrix"

"Dude you have a lot of explaining to do!" Kid pointed out.

…

 **Mount Justice**

"The Amazo android is in pieces once again, safely being analyzed in the two separate STAR labs facilities. Ivo is in custody and being prepared for transport to Belle Reve Prison as we speak"

Martian Manhunter spoke up "We understand that the mission suffered from other complications"

Superboy looked away in embarrassment.

"Complications come with the job, however; what doesn't come with the job is the fact that your teammate has an entirely different level of power that he failed to share with you or his superiors"

"I wouldn't call you my superior"

Batman glared at him intently "Oh?"

"Actually superior sounds about right"

"I want a detailed list of all your available aliens and any other powers you have, and this time I'm serious. Are we clear?" Batman glared at Ben again.

"Crystal" Ben sighed as he had to make nearly a hundred reports.

"Until then, I believe that you did good work today, defeating the android wasn't easy for us so I'm sure it couldn't have been easy for you. Of course there's no shame in asking for help, its why the League exists because there will always be problems that even we can't solve on our own." Batman turned to leave along with Black Canary and Red Tornado when Canary felt a hand on her shoulder.

She turned to face Superboy who had an unusually calm look on his face. "I'm ready"

"Good because I'm here for you"

…

 **Unknown Location**

A dark room was lit up by a large red portal where a man was dumped onto the floor from inside the portal.

"Ugh, what in the name of-" the man stood to face a boy with pale skin and jet black hair shaped like horns wearing a tuxedo and holding a house cat in his hands.

"Hi there" the boy said.

"And who are you? Where am I? How did I get here?" the man asked looking around the dark room.

"I'm a lord of Chaos you can call me Klarion, as for where you are, you're in another Universe. Ya know, string theory and all that nonsense."

The man straightened his red jacket and brushed the dust from his silver hair. "What do you want with me?"

"Your intelligence" Klarion looked in another direction in embarrassment "Among other things of course"

The man slide his fingers over his red wrist watch "Of course, why should I help you?"

"Oh! That's an easy one. Because I found the one person you hate enough to sway your opinion"

"He's here? He went missing after-" the man's red eyes widened in realization "Of course! This is where he ran to! I've been searching for him for the better part of a year! And he's been here?"

"Yup, I found Ben Tennyson for you and all you need to do is help me destroy him along with an enemy of my own"

The man gave Klarion a sinister smile "When do we start?"

…

OMG what? Gogeta what the hell? You said till the 11th!

I know I know but I had the Ultimate Swampfire idea while I was sitting on the beach trying to have a good time lol.

Albedo? Really? So soon?

Yea but trust me we aren't going to see Ben vs Albedo any time soon. He is only here for his brains at the moment.

I told you I had plans for introducing Ultimate aliens, the reason it took so long was because none of the villains so far have been worth it. An android with the powers of the Justice League? Perfect.

I'm not sure if the temperatures were accurate or not, I pretty much just made it up.

I'm not too excited about the next chapter; in fact I would skip it if it didn't introduce Artemis. I still may skip it but add the beach idea and Artemis debut to the following episode. We'll see.

Thanks for all the support! Keep on reading! REVIEW!


	7. Pain of Loss

Disclaimer: I don't own Ben 10 or Young Justice

Pain of Loss

"Initiate Combat Training. 3, 2, 1"

Fourarms charged a shirtless Superboy who ducked under the alien's assault landing a strike of his own to the shape-shifters abdomen. Fourarms brought his four arms down on Superboy's back sending him into the ground. Superboy used this to his advantage and swept his legs under Fourarms' feet and caused him to fall to his back.

The computer displayed a holographic screen next to Fourarms that read "Fail" as a green flash brought the human Ben Tennyson back.

Dick stood next to Megan who watched the fight as Ben slapped the Ultimatrix causing Diamondhead to appear.

Dick leaned over to Megan and started a conversation "Ya know you and Superboy look like you'd make a cute couple. Why don't you ask him out?"

"Superboy? He's like a big brother to me. Plus I've got my sights set on someone else anyway." Megan watched as Diamondhead flipped Superboy to the ground causing the computer to display the same image underneath him. "Fail"

"Best two out of three?" Superboy said as he stood to his feet.

"You're on" Diamondhead slapped the Ultimatrix revealing Humungousaur who began to grow until he was nearly as tall as the cave itself.

Megan stared in awe as Superboy crossed his arms. "You suck"

The brown dyno shrank until he was back to being twelve feet tall and then slapped the Ultimatrix symbol reverting him back to Ben.

Just as Ben was about to continue training by transforming once again, he noticed Red Tornado spiraling down from his apartment in the ceiling.

"Robin, you are needed in Gotham" the android's monotone sounded distressed. "The Batman has requested your assistance. The Joker has escaped his cell in Arkham Asylum"

Wally sped towards Red Tornado high fiving Dick as he turned to leave.

"Do you have a mission for us?" Wally asked dutifully.

"Missions are the Batman's responsibility. I do however have an announcement. A new member of the team has been selected. She will arrive shortly"

Just as he finished this, the teleporters activated allowing a young woman, no older than sixteen to walk through. She was wearing a green suit with a quiver tied to her back but you could barely see it through her long blonde ponytail that she sported proudly. She had the curves of a goddess and brown eyes that could melt a glacier.

"Artemis is the new protégé to The Green Arrow"

"New protégé? What about Speedy?" Wally shouted.

"Speedy has decided to become a hero on his own; he has not contacted the League or Green Arrow"

Wally bit into his candy bar and turned away from the others.

"I am told that when someone first arrives, a greeting gift is appropriate"

The entire team turned to Red Tornado including Artemis.

"As a gift, I ask for a favor I am convinced you will enjoy. And one your leader will have no problem fulfilling"

Ben raised an eyebrow "What is it?"

Red Tornado turned around and began typing on the holo-computer and pulled up an image of Kent Nelson.

"Most of you remember Kent Nelson from the Hall of Justice on the fourth of July. He mentored Ben Tennyson for a year and is one-hundred and six years old."

Wally commented "He doesn't look a day over eighty"

Ben chuckled "He's actually a lot older he just doesn't tell people."

"He has been missing for twenty-three days" Red Tornado finished.

"Excuse me?" Ben asked in disbelief as a cold look appeared on his face that Megan took notice to. "Kent goes on… trips all the time but he's never gone for more than a week, maybe two tops. But nearly a month?"

"Kent was a charter member of the Justice Society, predecessor to your mentors Justice League."

"Of course, Kent was Earth's sorcerer supreme, Dr. Fate" Superboy said gaining looks from everyone in the room. "The G-gnomes taught me a lot of things including any hero worth mentioning" he explained putting his shirt on.

Wally leaned over to Ben "More like Dr. Fake, dude knows some advanced science and Dumbledores it up to impress the babes"

Ben looked over in anger "Except I spent an entire year learning from him and trust me when I say there is nothing _fake_ about Kent Nelson."

Wally put his hands up in defense "My bad, if Ba- Flash went missing I'd be pissed too"

"It's cool, Wally, Kent gave me a home when- never mind"

"I assume this means you will go, take this, a key to the Tower of Fate" Red Tornado held up a golden key with strange carvings on it.

"I've got my own" Ben responded coldly as he walked away Megan gave him a concerned look to which he ignored.

He walked towards the teleporters and calibrated them for the receivers in Salem. He turned to look at the team who hadn't moved "You coming?"

They shrugged and walked towards the teleporters.

…

They exited in a dirty ally way. The teleporter could only support two at a time so Ben had to wait for Superboy, Megan, Artemis and Wally to come through.

Once they had done so, Ben walked outside the ally way letting the others follow him. "Follow me" he said as he walked towards an empty park across the street from them.

As they arrived, they noticed the entire park was empty.

"I don't see a tower" Superboy said.

Artemis looked over to Wally "What do you think? Adaptive Micro Opto-Electronics combined with phase shifting?"

"Probably, it's not simple camo that's for sure"

"You're both wrong" Ben said as he placed his hand out in the air and waited.

"Uh I think he's gone-" Wally began as suddenly a giant fifty foot tall tower appeared out of thin air. "Crazy" Wally finished as he looked the tower up and down.

Ben opened the door and walked in to a single small room that had mid-evil style walls and long torches in each corner. "Uh guys where'd the door go?"

"That's normal" Ben answered "but this room isn't" as he finished an image of Kent Nelson appeared in front of Ben.

"Nice to see you again Benjamin" the image said before Wally laughed.

"Benjamin?"

"Shut it" Ben said as the image continued.

"You've brought guests that the tower doesn't recognize. Please state your purpose and intent"

Wally stepped forwards "We are-"

"I said shut it" Ben interrupted. "Kent went missing and we wanted to know if he was here or at least guard the helmet until he gets back"

The image smiled "Welcome home, kid" as the image disappeared a door appeared and opened up behind it.

"Follow me and stay close. The tower isn't too keen on visitors"

As they walked through the door they came upon a stair case which was lined with armored knights. Wally leaned in to touch one when Ben caught his arm "And please for the love of Asmuth, don't touch anything!"

Wally backed away smiling as Superboy leaned into his ear "Who's Asmuth?"

Wally shrugged as they continued up the stairs until they came across a door. After Ben opened it casually a burst of snow and ice blew through the stairwell.

"Wait? What?" Megan said aloud as Ben stepped through and into the snow.

They followed suit as the door closed up behind them.

"We must be in a pocket dimension" Wally said as he felt the snow.

"Wrong" Ben said as he looked out into the snowy plane.

"Then please explain to use where we are because you've been pretty vague up till this point and its getting _really_ annoying" Wally crossed his arms and waited for Ben's reply.

"Ever heard of the Multiverse theory?"

"No way"

"We're in another Universe. If I'm not mistake, this Earth is void of life"

"How'd that happen?" Megan asked

"Not even Kent knows for sure. He said it could've been a virus of some sort. Or _something_ much worse"

"Like?"

"Like we don't want to stick around and find out" Ben looked around intently. "And whatever you guys do. Don't make fire"

"Ugh why?" Superboy asked "Not that any of us can do that"

"Drawing attention here could be really bad"

"Ok so answer this, if this place is so dangerous, why would the Tower lead us here?" Artemis asked.

"Kent always stored his stuff here, things that were too dangerous for anyone to find" Ben's face lit up like a Christmas tree "Like his cane!"

"Oh and I guess that's Kent's magic wand?" Wally said sarcastically.

"Pretty Much. It also allows access to the Tower of Fate so that's why he placed a spell that would send it here if anything ever happened to him"

"Really?" Megan said she reached to grab it; Ben did the same and realized just a little too late what would happen.

"Wait we shouldn't-" Ben was cut off by the cane lifting into the air and teleporting them away in a flash of golden light.

…

Ben and Megan arrived on the top of a staircase… or the bottom relative to where you were standing. The entire room seemed like it went on forever with staircases in every direction with no specific location at the end of each one. Each one simply connected to another staircase.

Ben looked around and saw a man in a cheap low cut white button up shirt with black hair in a ponytail and black wand in his hand. Next to him was a child wearing a tuxedo with a house cat on his shoulder. On the floor next to them was Kent Nelson with his hands bound together by rope.

"Ben? Well would you look at that" Kent immediately flew over to his cane and as he touched it not only were Ben and Megan's grip released but his rope also disintegrated on contact.

"Nice to see you again, kid. In here" Kent directed his cane to a wall next to them and it opened up into an elevator.

"No No No! I want that helmet! I want it I want it I want it!" the boy yelled as his hands released a red fire that launched at the elevator as it closed.

As the elevator went up Kent turned to Ben who smiled. "See I knew you would figure out I was missing eventually, it was just a matter of how much time I could buy and-" Kent stopped when he noticed the Martian girl standing in the corner "My apologies I'm being rude" he let go of his cane which stood up right without anyone holding it and shook Megan's hand "I'm Kent Nelson, you must be Ben's girlfriend?"

"What? N-No!" Ben stuttered as Megan blushed profusely.

"No No nothing like that. I'm his partner- TEAMMATE! I'm his teammate" Megan stuttered as well as she brushed a lock of hair behind her ear.

"Of course" Kent said looking over to Ben and winking.

"Oh would you be serious?! Who are those guys?"

"Well one of them is Klarion, the most powerful force of chaos in the known Multiverse" Kent looked away "and the other guy can program a microwave well" Kent smiled "No worries, once Nabu and I reunite everything should be fine"

Ben took a serious tone "If you reunite with Nabu you may never come back"

"It's either that or you use our little friend" Kent tapped Ben's wrist with his cane.

"They'd never listen! It'd take hours just to get them to cooperate and last time I checked we don't have that kind of time!"

"True so Dr. Fate it is" the door opened to reveal the roof of the tower and in the middle of the tower floated a golden helmet.

Kent reached for it when he was struck in the chest by a beam of red energy.

Klarion stood on the far end of the roof with smoking hands pointed at Kent "Followed you"

Kent struggled to his knees and grabbed his cane before slamming it to the ground causing a bubble of golden energy to appear around them.

Klarion growled as his eyes turned black his fists gained a bright red aura.

"NO! I WANT THAT HELMET!" he began bombarding the bubble with red fire.

Ben rushed to Kent's side with Megan right behind him "Kent! Are you ok? Please say you're ok!"

"I wish I could kid, but I don't think I can wear the helmet now, you have to"

"Me? I'm not Dr. Fate I can't!"

"Oh Please! You are more fit to wear it than anyone on the planet! Think of it as… my last will… and testament" Kent's eyes closed as tears streamed down Ben's eyes. Suddenly Ben's face turned to rage.

Ben stood to his feet and walked outside the bubble wiping his tears.

Klarion smiled "If you know what's good for you, you'll give me that helmet!"

"Don't worry" Ben's eyes stung as the tears streamed down his cheeks. "I'll write 'dumbass' on your gravestone!" Ben slammed the Ultimatrix with more force than ever before. In Ben's place stood a seven foot man made completely of purple crystals. He had crystals jutting out of his back and a single one coming from his head. He had only one glowing green eye and his fists glowed with rainbow energy similar to Diamondhead's.

"Chromostone? Ugh I hate this stupid watch!" Chromostone leaped forwards and sent a blast of energy at Klarion who laughed. "A Guardian Crystalsapien? That's the best that 'Ben Prime' can do? You're out of your league kid!" Klarion deflected the blast with one hand.

"Out of my league? I will _kill_ you!" Chromostone slapped the dial on his chest causing another light to engulf the area even Megan had to shield her eyes.

"ATOMIX!" He had a green and white body with large cylinders on his arms, near his wrists, which are full of a green energy with dark green bubble-like spheres floating around. He had a pointed armored head and the trademark glowing green eyes.

Klarion gulped "probably shoulda kept my mouth shut" the cat on Klarion's shoulder snickered. "Meow" Klarion got angry as the cat jumped off his shoulders. "Oh you shut up; you said this was a good idea!"

Atomix cracked his knuckles "You! Demon! You will pay for what you have done!" Atomix had a very over dramatic tone that sounded like a wrestling announcer. Atomix flew towards Klarion who put up a shield and as soon as Atomix's fist connected with the witch-boy's shield a nuclear explosion lit up the roof with enough force to level a city block. The only reason Megan survived was due to the bubble that Kent's cane continued to produce even after the sorcerers passing.

Klarion's shield barely stood its ground as it fell apart when the smoke cleared. "Jeez guy, I hurt your grandpa and now your all mad about it?" Klarion opened a portal and stepped through along with his cat, barely dodging another nuclear punch.

Klarion appeared next to Kent's shield and tried to pry it open with red flames but it proved useless as the shield was indestructible until the cane's mystic energy faded. This was an unknown time frame that Klarion couldn't wait for, "Damn it! Gimme that helmet girlie!" Klarion yelled at Megan who's eyes glowed a bright green.

"Don't call me that you monster!" She pushed him into the air with her telekinesis. Atomix flew above him and yelled out "NUCLEAR WINNER!" as both of his fists came down on Klarion's chin.

The explosion had enough force to level the city and when the smoke cleared and Atomix had landed next to Kent's bubble, Klarion still stood.

Blood dripped from his eyes and mouth and his breathing was erratic and heavy. "Fine! Keep the stupid helmet! Who needs it anyways?"

A portal opened next to Klarion's cat and the cat jumped through and onto Klarion's shoulder. "You're all a bunch of party poopers!" Klarion made a portal for himself and stepped through narrowly avoiding a green blast of energy from Atomix.

The Ultimatrix symbol on Atomix's chest turned red and a green flash signified Ben's return. He fell to his knees with tears streaming down his face. He had lost every family member he had known in his own Universe and to honor them, he tried to mourn for the least amount of time his mind and body allowed. He moved on and became a hero again, the first person to care for him in this Universe was now gone. It was his fault, all of it was. Kevin was so wrong, if he hadn't found the Omnitrix his life would be boring but at least his family would still be alive. Everything was his fault. Just as Ben was about to have a mental break down he felt a hand on his shoulder. He looked up with his stinging red eyes to see Megan standing over him with the most sympathy that anyone could ever have.

"I'm so sorry" She said as she knelt next to him and placed his head into her shoulder.

The elevator opened behind them with Wally, Superboy and Artemis standing with pride as an unconscious and tied up Abra-Kadabra fell to the floor in front of them.

They all laughed until they saw their leader crying into Megan's shoulder and the body of Kent Nelson lying on the untouched circle in the midst of the scorched floor around them.

"Oh man" Wally said as he knelt beside Kent and felt for a pulse before looking over to the others and shaking his head in disappointment.

They all looked down in silence to pay their respects to the fallen hero. Dr. Fate would always live inside the helmet and with anyone who would bare it but, Kent Nelson, was gone.

…

After a few hours Ben had stopped crying and was now sitting on the floor of Wally's 'souvenir' room where the helmet of fate sat. Ben stared at it for twenty minutes before Megan entered the room.

"You ok?" She asked but Ben didn't turn from the helmet.

"Yea, I finally stopped crying like a baby"

"No one saw it like that, you obviously have had a rough life and if you don't want to talk about it than that's understandable-"

"Actually I could use some venting, plus it's good for someone to know what happened"

"I'm all ears" Megan said as she sat next to him on the floor. She sat close enough for Ben to wrap his hand around hers, she blushed slightly but it faded as soon as Ben began to talk.

"I was the only hero in my Universe; I had partners, my cousin and my best friend. They were part alien and they had powers too. Man, we were unstoppable!" Ben smiled remembering all the good times "We fought bad guys on a daily basis but, there was one villain. One cruel, evil, disgusting monster that I could never kill and not for lack of trying. He enslaved ten planets before he tried to conquer Earth. He usually just came after my watch ya know trying to make an Alien Army." Ben turned his eyes away from the helmet and faced Megan. "But he soon came to hate me personally because he could never beat me. So one day" Ben choked for a moment and Megan squeezed his hand allowing him to recover his voice "He sent a distraction, a trap and we fell for it and when I came back to my house, No, my city, it was in ruins. I never got to a body count but it was at least in the thousands"

"Oh my god" Megan said putting her free hand to her mouth.

"I came to my house and it was the worst, my girlfriend was… mutilated. My family was dead and it was just us three left. But that didn't last long, he killed them both before I grew enough courage to wipe my tears and beat him as bad as I could with aliens much more powerful than anything I've shown you guys and he was still alive. I tried so hard to end him and I couldn't do it. I always figured it was because I stopped myself from going that far but even when I pulled out the stops and went all out… I couldn't do it. I just wasn't strong enough." Ben felt another tear falling down his cheek until a finger grazed and flicked it away gently.

"Would they want you to blame yourself?" She asked trying as best she could to not cry herself.

"Of course not, I had the happiest and most supportive family anyone could ask for but, if I hadn't gotten these powers and became a hero than-"

"Then they'd still be here? How many people _wouldn't_ be here if you hadn't become a hero? What would have happened to me today if you weren't there? Ben, there isn't a word in your story that I didn't completely sympathize with but, being a hero comes at a cost. Whenever we put the capes and costumes on, we are putting not only our own lives at risk but the lives of everyone we associate with. It's terrible what happened to you but, if you hadn't been a hero than I might not be alive today so thank you."

Megan let go of Ben's hand in order to hug him tightly and as she stood to leave she placed a kiss on his cheek. He looked up and smiled "No, Thank _you_ "

…

WOW that was a lot of sadness. Halfway through this story I realized…

Ben kinda just shrugged off his family's murder… So I decided to add some angst. Ben needed to have a little bit of this kind of thing and it's well worth it cause I think this is the most original chapter (aside from Chapter 1) in this story.

Yes I know I said I wasn't going to update for a while. I lied. Seriously don't take my word for it anymore XD.

I know I kinda rushed Artemis' introduction and she had a very small part in this chapter but i promise that she'll be more important later! Oh and I changed the name of the chapter because this episode didnt really focus on anyone 'Denying' anything but it touched more Bens feelings and the loss he suffered at the hands of Vilgax.

This chapter was a bit shorter than usual SORRY i will get back to habit soon!

I also expanded Ben and Megans relationship from "I think he/she may like me" to "He/she likes me but this is hardly the time or place to act on it" So that makes me happy lol.

I wanted to use Way Big in place of Atomix but, Way Big is a little too big for the towers roof plus according to Derick J. Wyatt, Atomix is Ben's second most powerful alien aside from Alien X of course. _**My list?**_

Alien X

Ultimate Way Big

Atomix

Ultimate Humungousaur

Diamondhead

Thanks for reading! Review! It honestly gets me writing faster!


	8. Bereft

Disclaimer: I don't own Ben 10 or Young Justice

 **Bereft**

Ben was not a morning person, although; it didn't feel like morning and his bed didn't feel like a bed. His surroundings felt shifty like sand. Wait sand?

Ben sat up as he looked around and noticed two important things. He noticed that he was in the desert for some reason since the last thing he remembered was being inside the Tower of Fate and the second thing he noticed, which was undoubtedly more important; he had a girl with green skin and red hair lying comfortably in his lap. He blushed a bright red as he backed up quickly causing her head to fall and her eyes to flutter open slowly. She held her head as she slowly sat up.

"Hi?" Ben announced startling her causing her fall backwards. "Don't worry I'm not going to hurt you"

She tilted her head "You're speaking English? Are you human?"

"Sometimes, yea" Ben smiled "Obviously you're not human. Martian Manhunter fixation?"

She smiled brightly "You know my Uncle J'ohn? Wait why am I wearing _this_ costume?"

"Uh heh I'm not sure, I've seen him on TV; my mentor told me a lot about him and the rest of the Justice League. Do you have a name?" Ben asked as he got to his feet and slowly helped her up.

"It's M'gaan and yours?"

"Ben Tennyson" He replied shaking her hand but instead of shaking she pulled him in for a hug which he found oddly comfortable.

As she pulled away she was blushing but more confused than embarrassed "I'm so sorry, I'm not sure why I did that" She chuckled nervously as she turned around flustered.

' _What is wrong with me? Why did I hug him? Other than the fact that he's_ really _cute'_

"Uh so do you know what we're doing out here?" Ben asked as M'gaan went wide eyed as she realized she was still turned around.

She spun herself around to face him and smiled "Uh um no I don't, do you?"

"No, last thing I remember I was in the Tower of Fate"

"The Tower of what?"

Suddenly from the sky came some sort of projectile except it wasn't a projectile it was a person. A person who seemed very angry. He seemed to be another teenager wearing a black t-shirt with a red 'S' on it.

"Wait? Superman?" Ben said before the teen let out a fearsome roar and ripped the shirt off his body before jumping at M'gaan who dodged out of the way. The boy jumped at her again only to be stopped by something holding him back. He turned to kill whatever it was but was slightly confused when he saw a bulky yellow creature with jackhammers for elbows and small eyes and ears as his entire body was seemingly covered in armor.

"Hey, hands off the lady" Armadrillo landed a ground shaking punch to the face causing the boy to be launched across the sand and into a boulder.

The boy shook his head and screamed again before jumping at Armadrillo who took a defensive stance; the boy only made it half way as he was shot my some sort of explosion mid-air sending him into the sand next to them.

The boy jumped into the air and towards the tanks that shot at him.

"What is going on?!" Armadrillo said in confusion as bullets rained down on them, the Talpaedan moved in front of the Martian as the bullets bounced off his armor.

"Thank you" she said as she heard the metal ricocheting off of his body.

"Don't mention it, can't leave a pretty girl out in the rain… or gun fire"

M'gaan blushed at this comment as Armadrillo slammed his arms down on the ground causing a massive earthquake directed at the tanks and strange boy causing them to fall over and the tanks to fall into man-made ditches.

"Let's go!" Armadrillo slapped the dial on his chest as a green light caused a raptor-like creature with a visor over his face to appear.

"Who are you?" She asked in confusion as the alien picked her up bridle style.

"Same guy" he said as he ran out of the area leaving a trail of dust behind them.

…

As he ran for several minutes, the symbol on his chest turned red.

"Damn it" a green light enveloped him and M'gaan as they were thrown into the sand at two hundred miles per hour. They tumbled to a stop and held their heads as they stood.

"Sorry, I ran out of power"

"I take it that weird looking watch gives you your powers?" she pointed to the Ultimatrix causing Ben to sigh. "Yea it does and there are restrictions to it so I can only stay transformed for around fifteen minutes at a time depending on the amount of transformations and the aliens I use."

"Aliens? Do you have Martians? Or Kryptonians?" M'gaan got closer looking at his watch.

"No, it's only programmed to scan aliens from my own Universe" Ben said as he held his wrist up.

"You're from another Universe?" She said looking up from his watch and realizing that she was only inches from his face. Ben rubbed the back of his neck for a second before realizing how close M'gaan was. Her eyes lowered as his did the same; they leaned closer until something slammed into Ben pushing him into M'gaan forcing his lips onto hers as they fell into the sand.

The kiss was forced and dirty causing Ben to pull away and stand up waving his hand over his wrist in preparation for an attack. His Ultimatrix was out of power so it was more for show than anything. What he wasn't expecting was more teenagers, two to be exact, one wearing full black and grey body armor with a lightning bolt symbol in the middle and the other was a blonde girl in a very provocative green suit with many openings. Ben caught himself staring and so did M'gaan as she pushed him out of the way and lifted them both into the air with her telekinesis.

Ben suddenly recognized the one wearing body armor.

"Wait a minute!" Ben said as M'gaan looked in his direction.

"What? You want more time to gawk?"

Ben blushed slightly "No" he turned to the boy "You're Kid Flash right?"

"The one and only, glad you're a fan but can you tell your girlfriend to put us down?"

"Tell yours to stop pointing that arrow at us" he said as Kid turned and saw she was doing exactly that.

He gave her a stern look and she rolled her eyes and lowered her bow.

Ben gave M'gaan the same look and she too rolled her eyes and lowered them slowly to the ground.

Kid and Ben began talking about everything that had happened and how they had no idea where they were. M'gaan floated four feet off the ground in a meditative position trying to recover her memories.

"Ok so neither of us have any idea where we are or what we're doing here? So mass-amnesia?" Ben said putting a finger to his chin.

"No!" M'gaan's eyes flashed open as she flew over to Ben and the others and announced "You're Kid Flash, Wally! And you're Artemis! And Ben, you're our leader!"

"No I swore I wouldn't-" Ben looked away "Never mind" he chuckled.

Kid Flash narrowed his eyes "Wait, how do you know my name?"

"Your name's really Wally?" Artemis asked as Kid's head hung in disappointment as he was thoroughly embarrassed.

"It's okay we're teammates, I made you cookies!"

"You know her?" Artemis asked Kid who became flustered.

"No of course not, beautiful, never seen her before in my life!"

"You guys lost your memories too" She said with a sad tone. "We have to find Superboy and Robin"

"Right… Robin and Super-what now?" Kid asked as he followed the Martian girl while staying close to Artemis who smiled slightly at this.

They walked for several minutes until the came across a small crater like hole in the ground. As they approached they watched as several soldiers wearing the same uniform as the ones who had attacked them earlier rose from the sand and pointed their guns at the boy wonder known as Robin. A smoke bomb went off covering the entire crater and several soldiers began dropping like flies.

"We have to help him" Ben said as he slapped his Ultimatrix and let a green light engulf him leaving a yellow and black furred sasquatch like creature with yellow electricity flowing through his fur in his place.

"Whoa, a new guy? What should I call him? Electric Yeti! No that's stupid…" the 'new' alien leaped into battle fists first as he knocked out two soldiers as soon as he landed. He sent a current of electricity into two others that were about to fire their weapons at Robin who had just pulled Bird-a-rangs out of his belt. He aimed them at the next two soldiers but he was also too late as they were knocked unconscious by a black and grey blur that sped past them. Robin turned to attack another pair of soldiers where he was once again beaten to the punch when one was hit by an arrow and the other had his weapon lifted into the air before his entire body was thrown into the ground by an unknown force. The boy wonder pocketed his weapons as he realized that he had no more targets and turned to his 'saviors'.

"KF? Man its glad to see a familiar face; introduce me to your friends?" Robin pointed his head towards the group of teens along with the strange creature.

"Shocksquatch! That's perfect!"

…

"So we're a team and you're our leader? I figured I would be leader" Robin said as he tried to process the information.

"The five of us and Superboy"

"So who or what wiped six months of memory from our hard-drives?"

"Dunno" Ben said "But whatever it was it couldn't have gone far"

"This must be his!" Robin exclaimed as he held up a garb with a red 'S' on it.

"Yes!" M'gaan said and looked over to Ben "The boy who attacked us earlier, have any of you seen him?"

"I think we did" Artemis said looking over to Kid who nodded "He attacked us too"

"He didn't know who we are" Kid responded "I don't know who we are!"

"I remember Batman ordering radio silence; our team must work for him!" Robin pointed out.

"How do you know we don't work for _my_ mentor?" Kid asked as he tapped his chest and inadvertently switched his stealth tech off revealing his bright yellow and red suit. "Whoa" Kid said as he continued to switch the stealth tech on and off. "This is so cool!"

"We look ridicules!" Artemis exclaimed as Ben and Robin attempted to activate their nonexistent stealth tech. Artemis looked over to Kid who was still tapping his chest and switching between stealth and normal armor. "Quite touching yourself!"

Kid looked over and smiled.

"Not remotely what I meant" she sighed "We need our memories back!"

M'gaan let her eyes glow a bright green as she held her hands to her head.

Suddenly all five of them were in a room made of memories each one displayed on a piece of broken mirror, voices could be heard mumbling in the background.

"Where are we?" Artemis asked as she looked to Ben, Kid, Robin, and M'gaan.

"I've brought you into my mind to show you what I've recovered so far but, I need your help. Together our broken memories can form a whole if you open your minds to mine"

"You wanna paw through our private thought?" Artemis asked in an accusing tone.

"I don't wish to intrude but-"

"You need to hack our minds to recover our memory, got it, go!" Robin said.

"My brains all yours, don't let its brilliance overwhelm you" Kid warned as Artemis rolled her eyes.

"Or underwhelm you, if you need to go through our memories than by all means" Ben announced as all four of them looked to Artemis.

Artemis sighed as Kid wrapped his hand in hers "Last six months only and only what you _need_ "

 **22 Hours Ago**

" _The Watchtower detected an immense power surge in the Bialyan desert." Batman explained as the entire team was gathered around him. "Spectral analysis revealed elements non-terrestrial in origin. Find out what happened at that site ad what landed there. Bialya is a rogue state ruled by Queen Bee and not a part of the Leagues U.N Charter, all communications are subject to interception, maintain radio-silence at all times" Batman pulled up a holo-map behind him "You'll land in Quarac on Bialya's border, two clicks from the hot spot"_

 _The scene changed to Superboy unloading cargo from the Bio-Ship in the desert close to midnight. "All clear" Robin called out as the scene changed once more._

 _Kid and Artemis approached the site and Artemis spoke over the mental link "The Bialyans control the site"_

 _Superboy sat a large computer like device meant to scan the area and document any anomalies down in the sand._

 _Robin typed away on a computer that extended from the large device "We'll be up and running in no time!"_

" _The site is crawling with Zeta-Beam particles" Ben announced as he read the readings that the device was producing._

" _I'll check it out in camouflage mode!" M'gaan announced flipping up her hood. Ben nodded "Good idea, I'll go with"_

" _Both of you be careful" Superboy warned as Ben transformed into ChamAlien. Once Ben had transformed he notified everyone "We'll maintain mental contact at all times"_

" _Remember, camouflage is not invisibility"_

" _We'll be fine, Aqualad" this revelation caused the scene to disappear and their minds to return to their normal state._

"Aqualad!" all four of them announced in unison.

"Where is he?" Robin asked "What happened next?"

"I don't know, that's the last thing we remember"

Kid and Artemis noticed they were still holding hands and immediately let go in disgust.

"We arrived out here nearly twenty-four hours ago, if Kaldurs been wandering out here that long then- Well that can't be good for a guy with gills" Ben took a glance at Robin who immediately nodded.

"Now that I know to look for him" Robin pulled up a holo-map on his gauntlet. "He's close but, he's not moving"

…

Ben, M'gaan, Artemis and Kid all surrounded Kaldur as he lay unconscious on the ground, dehydrated and mumbling in Atlantean.

M'gaan looked up to Ben "I can't restore his memories when he's in this condition"

"He needs immediate rehydration!" Robin announced

"Do you see a 7/11 anywhere because I sure don't?" Kid questioned as Ben slapped the Ultimatrix and a six foot tall red armored creature with holes in his palms and a hood like shell over his head appeared.

"I got the next best thing" he announced as he sprayed Kaldur thoroughly with his a pulse of cold water from his palms. Kaldur began coughing as if he began breathing the water in.

Water Hazard moved to the right and sprayed more water into the sand eventually creating a small pool. "Put 'em in there"

M'gaan lifted Kaldur with her telekinesis and placed him gently in the water.

After a bright green light faded Ben approached the pool where Kaldur could no longer be seen due to the sand.

"He's been wandering in dry heat for hours with no source of water; he'll be out for a while"

"We have to find Superboy!" M'gaan announced as she felt a sudden surge of pain in her mind.

"What's wrong?" Ben asked as he caught her before she fell.

"Six months ago, Superboy didn't exist; he has no memories just animal impulse. He must have been captured; I can feel them torturing him"

"Let's go!" Ben said as he helped M'gaan to her feet and slapped the Ultimatrix but was surprised as nothing happened.

"Huh?" Ben said as he slapped it again.

"Isn't there usually a light or something?" Kid asked as Ben lifted his wrist to his face.

"Ultimatrix Diagnostic, Code Ten" Ben spoke to his watch as the face plate glowed red.

"Insufficient power to support DNA alteration" the watch spoke with a voice similar to Ben's but more monotone. "Whoa it can talk?" Robin announced.

"Creepy" Artemis said crossing her arms.

"Recharge time?" Ben asked

"Approximate recharge time is four hours eighteen minutes"

"Damn I can't wait that long! Megan you have to levitate me with you"

"But, no offence, without your watch how can you help?"

"Just trust me"

Megan looked around and sighed "If you get hurt, I'll never forgive myself, I can't, and I won't-"

"Megan this isn't up for debate! I'm ordering you to take me with you"

Megan turned camouflage to hide her few tears and lifted herself and Ben into the air and flew across the desert for only a minute or two.

As they approached the tent Ben looked up to Megan "Drop me"

"But they'll see you!"

"I really don't want to yell at you again, just trust me"

Megan frowned and dropped him into the sand as soldiers surrounded him and pointed their guns directly towards him. Ben put his hands up as Ben looked over to the camouflaged Megan and nodded. She snuck into the tent as the soldiers yelled at Ben in another language.

Suddenly one soldier got aggravated at the lack of response and open fired on Ben who focused his eyes and placed his hands out in front of him. His eyes turned bright blue as his hands gained a blue aura and a small square of blue-energy appeared in front of Ben blocking the bullets with only small cracks forming.

"Serious nostalgia" Ben muttered under his breath as his eyes began glowing brighter. He formed a single blue disc in each hand and launched them at the soldiers who were frozen in shock. Of course everything comes to an end as Ben only managed to knock out three soldiers before the others pointed their guns and opened fire. Ben raised his hands and into the air and formed a bright blue dome of energy around his entire body blocking the bullets from every end.

Ben heard loud crashes from inside the tent an even an explosion or two "C'mon Megan I can't keep this up forever" Ben mumbled through his teeth as he waved his arms downward and forced his dome to expand rapidly and knock the soldiers to the ground. The dome dissipated as Ben began breathing heavily.

Ben immediately sent blue discs into every discarded gun he could before he had to shield himself from more gunfire. Ben smiled as he realized that he had disarmed most of the guards however he frowned when each of them pulled small pistols from their holsters and began firing at him once again.

He managed to block most of the gunfire but one guard got smart and shot at Ben's leg grazing his shin and causing him to fall to the ground holding the wound. "Damn it!" Ben held out his free hand creating half a dome in the direction of the remaining soldiers. They fired at it as it cracked slowly, Ben prayed for a miracle as his shield was finally destroyed and a bullet landed on his shoulder. "God damn it!" he screamed as the soldiers got closer and pointed their guns at him.

Suddenly Superboy leaped from inside the tent and knocked out the remaining soldiers with a right hook and a few enraged back hands; Ben lifted his good arm and placed a shield up as Superboy looked over with a face of anger that slowly turned into a smile. Ben smiled and leaned back as his shield faded. A sphere of some kind emerged from the tent and rolled up next to Superboy who helped Ben up and threw his arm around his neck to support him.

"If you didn't have a hole in your leg I would be really questioning the blue energy shield thing"

"It's a long story"

"You have a lot of stories"

A cyclone suddenly ripped apart the tent as Megan and a pale man with a grotesquely visible brain stared at each other intently with no sign of the other moving. Things floated around them and the tornado became so thick they were almost no longer visible from the outside.

Superboy questioned "Staring contest?"

"Or metal battle, get me over there"

Superboy walked Ben to the edge of the tornado "Push me in"

"What? No way!"

"Why does everyone feel like questioning me today? Just do it!"

Ben covered his shoulder and leg in a blue aura as Superboy gently pushed him into the vortex. A gentle push from a half-kryptonian was the equivalent of an NFL football player tackling someone into the ground so as Ben fell through the vortex he was also pushed into Megan who was in the eye of the tornado.

As Ben made physical contact with her, he was suddenly transported into a floating amalgam of buildings where he was held in the center of a green bubble with the same man from before shooting a massive red and black beam from his forehead. Megan floating above him and smiled as she saw him.

"Ben?" She was only able rejoice for a moment as she reeled back from another psychic attack from the man. "He's too strong, I can't-"

"Yes you can!" Ben yelled as floated up to meet her eyes. "I believe in you!"

"But, he has so much more skill and experience and-" Ben interrupted her by pressing his lips to hers. Unlike earlier it was gentle and empowering, they could smell the desperation in each other's essence but it only meant they were finally able to release all the pent up feelings they've had towards each other since the moment they met and as this happened the man known as Psimon who had been attacking them ceased his mental barrage and raised an eyebrow.

The two separated with Megan having a deep blush spread across her face and Ben smiling back at her. "I said I believe in you, now kick his butt"

"Touching" Psimon said as he crossed his arms "And by all means, kick my psychic butt"

Ben frowned and let his eyes glow blue "Trust me!" he smiled and let loose a blast of mana at the man who went wide eyed as he was knocked away and began trying to gain balance in the air. "She will"

Megan was shocked but not too shocked that she couldn't take the opportunity to fly past Ben's mental image which was slowly fading and attack with her own green psychic blast.

Psimon who had finally gained his balance was knocked into the air once again, this time he put up a shield of black energy which held for only a second against an enormous mental blast from Megan who followed up with right hook to the face knocking him into the ground of the mindscape.

"How? You shouldn't be capable of this!"

"You have no idea what I'm capable of!" Megan shouted before her eyed turned white and her forehead unleashed a beam of energy which Psimon attempted to counter but failed as the beam connected with his own forehead. He screamed in agony as his psyche was shattered to pieces.

Everything faded to black as Megan was suddenly back in the tent, or where the tent would be if it hadn't been destroyed. Items fell everywhere as dust finally settled and Megan fell to the Earth from her position in the air. As she was about to hit the ground Ben was able to catch her in his arms. Her eyes fluttered open and saw him before noticing she was in his arms.

"Oh, hi" She said placing a hand to his cheek.

"Hi" He said before they both leaned in to kiss once again before they heard anther voice.

"Hi" Superboy said with a smile.

Megan was so startled she jumped out of Ben's arms causing Ben to scream in pain.

"What's wrong?!" She yelled as she tried to comfort him and noticed his two bullet wounds.

"You got shot? I knew this would happen!" Megan yelled in anger and sadness.

"They're just flash wounds, I'll be fine" Ben said as he placed a blue aura around both injuries and stood to his feet slowly.

"Wait? What…"

"Long story" Ben breathed in air and let the pain out with every exhale.

"You have a lot of stories" Megan said as she supported Ben's walk back to the others. As they were walking a three foot tall sphere with glowing lights in its center rolled up to them and made beeping noises as if it was communicating.

Superboy smiled and looked over to the others "Can we keep him?"

…

Ben, Megan and Superboy arrived at the sight where Artemis was placing a wet towel on Kaldurs head as he laid in the pool of water. He was weak but he seemed otherwise okay. Megan spoke up first.

"We got Superboy and he's back to normal, Ben's injured and he's gonna need medical assistance."

Ben collapsed to the floor in front of them as Kid and Robin came to his side.

"Who are you people?" Aqualad asked "Someone please tell me what I am doing here?"

Artemis placed a hand on his arm and placed a finger to her mouth indicating he should be quite. Megan walked up to him and touched his head as both of their eyes turned bright green for several moments until it faded.

Kid picked Ben up and placed him on his back.

"I'll run him to the Bio-Ship, I'm running on empty but, he'll bleed out if I don't try"

Artemis smiled at his bravery and watched him as he sped away at only eighty or so miles per hour, which was very slow for him.

"He's gonna be bummed when he finds out we didn't get a souvenir" Artemis said turning to Megan who smiled.

"I think we got the souvenir thing covered" as she finished her sentence the Sphere rolled up next to Superboy who smiled.

…

Psimon stood in front of a row of computer screens, each with a different glowing silhouette displayed on it. He had his down in defeat and shame as he spoke to his superiors.

"The Martian and shape-shifter escaped with both the Sphere and the Superboy"

A female voice spoke up "That hardly matters, what matters is the successful test of our new partners delivery system"

Behind him displayed a screen with experimental footage of a portal opening up and delivering the Sphere with a loud 'boom'.

"More tech will come, tech that will put the Sphere and perhaps even the Superboy to shame"

A male intervened "Speaking of putting the Superboy to shame, how is Project: Ten coming along?"

Another man spoke "Quite nicely, in fact, we are on schedule for a debut in five years and some change"

Psimon smiled until another voice spoke up. "You may leave" Psimon bowed and left the room as the screens continued to converse.

"I'm more concerned about Project: Doomsday, the DNA from Superman is even more unstable than Project: Match was. So much so that we can't even freeze him. We should reconsider terminating the project all together."

"All in favor?"

"I" most of the votes went to terminating the project rather than continuing it.

"I will handle the termination myself, in the meantime, continue taking samples for Project: Ten" the voice sounded like it was going to laugh from excitement "The more the merrier"

…

CHAPTER 8 AHHHHHHH! 

Awesome I know!

I officially solidified BenXMartian pretty much because Terrors is only two episodes away so I figured I'd skip it and just make them a couple here.

I had a little SpitFire in there for all you WallyXArtemis fans out there.

Ben and his Anodite power have been revealed! :D Yup I like the idea of blue and in my mind… Female Anodites = Pink and Male Anodites = Blue

I have so many plans for season 2 it's not even funny and I have a huge idea for Season 1 finale and I'm honestly going to skip any useless chapters to get to it such as Downtime and Terrors along with any others up till then.

I hope you guys enjoyed Ben's Anodite abilities, again, he isn't the best at using them since he only had a year to practice and it wasn't _all_ he had to practice, his aliens, his hand-to-hand combat and his Anodite abilities were all worked on during his year with Kent so… yea

Follow and Review! ITS ALL I HAVE!


	9. Targets

Disclaimer: I don't own Ben 10 or Young Justice.

 **Targets**

 **Taipei, September 7** **th** **, 7:20PM**

A news reporter stood in front of her camera man with microphone in hand and a bright smile plastered on her face. She looked directly into the camera and motioned to the events behind her.

"This is Cat Grant reporting from Taipei where the historic peace summit between South Rhelasia and North Rhelasia has completely broken down. As a last resort Prime Minister Tsang of South Rhelasia and General Sing Mon Li of North Rhelasia has agreed to bring in an independent arbitrator but, who is it? Speculation has run from the secretary general of the United Nations to _Superman_ but, the man of steel seems unlikely as I'm told the arbitrator is due at any moment by car."

As the crowd circled around the steps of the building one red haired man in dark sunglasses and a suit similar to a body guard's stepped behind a pillar and placed his finger to his ear. "Ben 10 here" the man heard this voice and raised an eyebrow "Where's Aqualad?"

"I'm the Team's Leader…"

"Oh" the man cleared his throat "This is Red Arrow"

"I figured, what's up?"

"I need access Justice Leagues Database"

Ben walked into the holo-ring where training and mission briefing was done in the cave as Red Arrow continued. "As well as the exact height of the League of Shadows Assassin known as Cheshire"

"Checking" Ben pressed buttons on the computer as a Holoscreen appeared and displayed the information the Justice League acquired on Cheshire along with a picture. "Cheshire is 1.67 meters tall"

"Uh"

Ben smiled "She's five foot six dude and very dangerous. Do you need back up 'cause I could totally-"

"Please, the last thing I need is the Junior Justice League" Red Arrow tapped the frame of his glasses and looked out into the crowd.

"Naw, just our computer, good luck dude, Ben out"

September 8th 6:41 AM

Ben walked across the room and into the entrance hall with Megan walking inches from him. Behind them was Red Tornado and Martian Manhunter and they slowly approached Superboy as he worked on his bike with Sphere sitting behind him. Aqualad walked alongside them in his Atlantean armor.

"Ready for school?" Megan called out as she floated next to the half-kryptonian. "I made our lunches"

Martian Manhunter approached them "The first day of the scholastic season holds great significance and cultural resonance; we want to wish you both well."

"Guess it's not a Kryptonian thing."

Ben chuckled and put a hand on Megan's shoulder "You may want to change before you go"

"Oh I spent hours working on this outfit!" Megan's costume morphed into a white tank top under an open long sleeved crop top sweater, a skirt that extended down to her lower thighs and knee high socks. "Meet Megan Morse! What do you think can your girlfriend pass for an Earth girl now?"

"Well…" Ben said unsure of what to say next.

"Just kidding!" Her light green skin tone changed to a milky Caucasian color.

Megan turned to Superboy "What's your human name?"

"My what?"

Aqualad chuckled "I certainly hope you don't expect to register in school as 'Superboy' do you?"

Martian Manhunter morphed into a bald African American man wearing a business suit. "I selected John Jones as my human name and suggested John Smith for Red Tornado. You could be a John too"

"Pass"

"I've always thought you looked a lot like a Conner" Megan suggested.

"Sounds… appropriate"

Aqualad spoke up "A last name will also be required"

"Perhaps Kent?" John suggested.

"Oh in memory of Dr. Fate, the late _Kent_ Nelson"

John morphed back into his Martian form "Of course"

"I guess it would be an honor or something" Superboy said as he turned away.

Megan turned to Ben and gave him a hug "Are you sure you don't want to come?"

"If I did go I'd be a senior graduating soon so there would be no point. Plus I have a few things to do around here anyways"

Megan nodded and gave him a peck on the lips before levitating their lunches behind her and walking away.

…

Ben used the time he would be spending in school to train his rather average body. His shoulder and leg were still recovering from the bullet wounds he suffered in Bialya but, they were minor at this point. Ben was never too good at his Mana abilities being that he was born without the 'spark'. His cousin Gwen was a natural and by sixteen had a multitude of Mana based techniques even using her energy based powers to use magic similar to Zatara's. Ben wanted to honor her memory by mastering those skills as well, he knew it would be difficult and that it might take years but he knew it would be worth it.

Ben stretched his arms out in front of him and allowed his eyes and hands to glow bright blue.

"Initiate"

Suddenly several mannequin-like robots fell from the ceiling and landed around Ben as he analyzed all five. Each one had glowing red eyes and a laser rifle for a left arm. They raised their rifles and began shooting at Ben who put up a dome of Mana protecting himself from the attacks. Once they ceased attacking to briefly reload their weapons with cartridges from their waste, Ben let his dome fall as to create a single disc of Mana and sent it into the air as Ben closed his eyes and let himself feel the natural energy around him and flowing in his body. As he continued this process he felt the sing disc of concentrated Mana flying through the air and manipulated it causing it to veer around and slice through four of the five robots. The fifth robot sent a laser blast at Ben who barely managed to shield himself, He used created a small disc of Mana and sent it at the last robot which was unharmed due to the disc missing completely.

"Gwen always made it look so easy"

Ben focused and transformed his shield into a long construct that reached out and grabbed the android in the shape of a wrench by the waist. He then tossed him into the wall causing the robot to explode.

Ben put his hands to his knees "I really need to work on that"

Suddenly the coms link beeped audibly from the holo-computer that wasn't currently visible. Ben pulled the computer up and answered the call.

"Uh Cave to whoever this is…"

A familiar voice spoke through the computer "It's me; I may possibly be in over my head"

…

"The unification is unthinkable!" the Prime Minister spoke loudly in the discussion with the mystery arbitrator who happens to be Lex Luther and General Sing of the opposing nation "Our nations no longer have anything in common!"

Red Arrow stood behind Lex and the two leaders alongside their body guards.

"Gentlemen, spite you differences you still share an appreciation for many things, such as the exquisite art of the Rhelasian Tea Ceremony." Lex motioned to the crowd as it split to reveal a women dressed in ceremonial garbs pushing a cart with tea pots placed neatly on top.

As she approached a teenager in a green jacket and black t-shirt turned around and placed a glowing blue hand out motioning her to stop. "That would be far enough, Cheshire"

Red Arrow drew an arrow from his quiver and aimed it at the assassin in disguise.

Cheshire smiled before pressing a button on the cart's handle and hurling it at the crowd.

Ben placed a Mana shield between him and the cart just as it exploded, the force was powerful enough to rip Ben's jacket to pieces and cause him to be pushed back slightly but, the shield held. The windows were shattered and most of the room was in shambled but the people in danger were untouched. Ben let his shield fall as he fell to his knees attempting to catch his breath.

Red Arrow stepped beside him and placed a hand on his shoulder.

"Don't ask me to do that again"

"Fights not over" Red Arrow pulled another arrow from his quiver and aimed it at the open windows as a helicopter came into view with soldiers piled in.

"Damn it" Ben stood to his feet and ripped his torn jacket off. "That was my favorite jacket!"

Ben's eyes shun the trademark blue as his hands became enveloped in Mana.

"The only thing I had left!" Ben tossed a disc of Mana at Cheshire's feet whom managed to dodge and managed to leap into the air with expert accuracy putting distance between her and the two heroes. She landed and pulled two Sai from her dress.

"Where was she holding those?" Red Arrow shook the though as a helicopter came to the windows level and unleashed half a dozen League of Shadows agents into the room.

Both Tsang and Sing ordered their men to assist Ben and Arrow. The men lined up next to the heroes and pulled out their pistols firing rounds at the agents who dodged most of the attacks however, occasionally a bullet would make contact with an agent but, they met the heroes before that happened.

Behind them Sportsmaster stepped off the helicopter and narrowed his eyes at Ben.

Ben put a shield up in front of Red Arrow and himself giving Arrow cover to fire his arrows from. "Didn't know you could do this" Arrow said as he launched an arrow at an agent who caught it but was caught off guard when it exploded in his face.

"Yea, it's a lesser known ability of mine"

Suddenly Cheshire threw her Sai with such accuracy it made a small cut on Arrow's cheek before passing him. "I'll take Cheshire you take Sportsmaster!"

"With pleasure"

Ben pushed his shield forwards knocking several agent down in the process.

Sportsmaster approached him and watched as Arrow jumped at Cheshire.

"I owe you an ass kicking from last time, don't I?" Ben cracked his knuckles as he approached the assassin.

"I was about to say the same thing"

Sportsmaster charged Ben swinging a sharpened javelin like a bow-staff. Ben barely dodged under his attack sending a blue disc into his back knocking him to his knees.

"You're not bad, for a kid. Better than your gang did in Santa Prisca _or Bialya_ "

Ben's eyes widened at this "How did you know-"

"Let's just say I have an inside source… Very inside"

Sportsmaster whirled around and launched his javelin at Ben who put up a shield just in time to protect himself from the explosion. The shield fell to pieces as Sportsmaster's fist came through the smoke and caught Ben in the jaw sending him to the ground. Sportsmaster stepped over him and pulled a device from his belt which extended into a javelin.

"Sorry but a kid is just a kid"

A green flash erupted from underneath him causing him to shield his eyes, "I guess when you're out of options" a voice that sounded as if it was speaking under water spoke from under the assassin as he felt his boots slowly burning. "Sorry, I'm kinda made of acid"

Goop laughed as his gravity disk pulled him up and around Sportsmaster bringing him to eye level. "I'd run if I were you"

Sportsmaster looked over to Cheshire who was on the ropes.

"I told that girl to bring more than a few Sai" Sportsmaster slammed a smoke bomb on the floor and disappeared. Cheshire saw this and rolled her eyes before doing the same. The remaining ninja's leaped into their helicopters and took off into the sky as Red Arrow went to shoot an arrow at them but realized he was _out_ and sighed.

"Can't win em all" Goop slapped the Ultimatrix as he reverted back into Ben.

A last ninja hiding in the shadows leaped out from behind a pillar and pointed a sword at Lex Luther who stayed perfectly calm. "Mercy" with that, Lex's female 'assistant' raised her left hand to the attacker and allowed her arm to open up into some sort of energy weapon and fired it at the Assassin who fell to the ground in a smoking heap.

"Gives new meaning to the 'arms' race doesn't she?" Lex quipped without breaking a sweat.

Tsang and Sing shook Lex's hand and congratulated and thanked him on saving their lives along with admiring his android body guard.

"They owe him their lives?" Red Arrow questioned as the news reporter from the previous night started her report on the events that took place.

"Yes, quite a coup for Lex Luther as with his leadership, North and South Rhelasia have agreed to sign the peace treaty that may eventually lead to reunification"

"I can't believe we just a solid for Lex Luther"

"We didn't do it for him, we did it for peace plus now that the treaty's been signed, the League of Shadow's contract should be mute" Ben commented as they walked out of the building and onto the sidewalk outside "So it's over"

"Is it? I heard what Sportsmaster said, do you really think there's a mole on your team feeding him Intel?"

"I guess I can't just disregard his knowledge of a mission he wasn't there for but, no one on my team is a traitor."

"And if you're wrong?"

Ben looked down at the sidewalk "I'll investigate… quietly"

"Not tell them?" Red Arrow raised his eyebrows in surprise.

"I don't want them to freak out over nothing and, if there is a mole, I'd prefer not to tip him or her off"

Red Arrow gave Ben a mock salute before turning away "Good luck with that"

"Wait a sec" Red Arrow stopped to listen "Tonight, you could have called the Justice League or even Arrow but, instead you called the Cave. Why?"

"You're right, the team deserves- _has_ my respect. I'm still getting used to this solo thing but, if you need me? I'll be there" Arrow stuck his hand out for Ben to shake which he smiled and accepted gladly.

…

Lex Luther poured two drinks in his pent house suit on the tallest floor of the tallest condominium in Taipei. He picked up the glasses and moved to his guest.

"That went well, the shape shifter was unexpected but, both Li and Tsang were more than impressed with Mercy's 'equipment'. They are quite literally buying into the peace. Our plan to ensure the eventual reunification of Rhelasia under Lexcorps economic and political guidance is a success" he handed the second glass to his guest and they touched glasses briefly to toast to their success.

The guess an old man with a long grey beard and pointed jet black hair, he wore green ancient Chinese garbs with gold trim and smiled as he lifted his glass to take a sip. "And so, another corner of the world sees the light"

…

This was SUPER short only because Ben is leader and he needed to be here helping Red Arrow and finding out about the mole, he won't be attending school which honestly seems pointless since we never see them in school again, I know they attend but it's never onscreen again so it seems unimportant for Ben to attend.

Nothing big to reveal here, I'll be using Conner for Superboy from now on unless someone calls him Superboy. Example… "Conner ran down the hall" as opposed to "Superboy ran down the hall" lol just to clear it up.

NEXT EPISODE: HOMEFRONT!

Artemis will have a big role and it will introduce her better than Bereft and Denial.

*Speaks in British accent* I'm cold, may I please have a review to warm me through the night?


	10. Homefront

I don't own Ben 10 or Young Justice.

Ben sat in his bed looking up at the ceiling casually playing with a small orb of Mana he had manifested half an hour ago. He was half trying to figure out how long he could keep Mana concentrated and half trying to figure out how he should deal with the mole situation.

" _You're not bad, for a kid. Better than your gang did in Santa Prisca or Bialya"_

How could he have known about Bialya? Did he truly have an inside source? Ben would have seen him if he was truly there at the time. He knew the entire team all too well to consider them suspects but to deny facts served to him on a silver platter?

Wally was impatient, immature and stubborn but, he idolizes the Justice League even when they treat him unfairly. He's been with the Flash for nearly three years, what motive could he have to betray them or us?

Conner was stubborn and hard-headed as well as short tempered but he was also kind hearted and a good person. That aside, he is still a clone and this could mean that he has programming that he doesn't know about himself.

Robin was a lot like Ben in many ways with less cocky tendencies, he's confident and mature but doesn't fail to show his age when socializing. He has the most experience next to Ben and could never be the mole, he was raised by Batman and there is no way Robin could sneak false feelings past the caped crusader.

Ben didn't know too much about Artemis, she was sarcastic for starters. She didn't talk much but when she did she almost never meant what she said. She had recently become the protégé of Green Arrow and has little known background past that. She could very well be the mole without Ben's knowledge but, she hadn't been around that long and had no knowledge of the Santa Prisca events and Sportsmaster hadn't seen much so he couldn't judge the performance off of facing Ben alone… could he? Doubtful but, he's a villain and villains lie.

Lastly there was Megan; Ben didn't even want to think about his own girlfriend being a traitor. Imagining her betraying him and the team was overwhelming but also very unlikely. She had a sweet personality and she was eager to please, could it be a facade? For Azmuths sake! Who could he trust?!

Just as he had tossed his tiny orb of Mana into the air above him a knock on his door startled him into dropping it and causing it to disperse.

"Damn it, now I have to start again"

Ben hoped off his bed wearing his denim jeans and slipping on a black t-shirt he stared at his torn up green jacket and sighed audibly. Another knock on the door snapped him out of his daze and went to answer it, he pressed the open button and the metal door slid open to reveal Megan in her usual costume holding an arm behind her back casually.

"Oh, hey" Ben greeted as he walked past her.

Megan raised an eyebrow "Is everything alright?"

"I need to talk to Tornado, have you seen him?" Ben didn't turn to face her, he couldn't.

"Well, he's in the holo-ring doing perimeter check, are you sure you don't want to talk?"

"I'm sure. Thanks"

Ben walked away leaving Megan there dumbfounded. She had seen broadcasts from Earth television shows between the seventies and the nineties and all the relationships between teens had more romance but, Ben could barely spare her a glance. This was not at all what she had expected.

…

"So you have told no one else of this mole?" Red Tornado replied as Ben spoke to him in the far corner of the holo-ring.

"I'm not too sure that one exists and if it does, I'd rather investigate without tipping my hand" Ben looked to the elder android for guidance "Maybe I should tell Batman?"

"Generally the Batman expects the team to handle its own problems but as team leader, the decision is yours. I will return after monitor duty on the watch tower." Red turned away and headed for the Zeta-Tubes nearest to the holo-ring.

"I thought you got out of monitor duty when you agreed to be our 'den mother'"

" _Recognized Red Tornado A16"_

"I agreed to cover for Green Arrow he has an interpersonal event with Black Canary" Just as Red's body turned to yellow particles "A hot date, I believe"

Ben looked over to the hall where he heard slight laughing and talking. He shrugged and walked over to the hall to find Megan, Kid Flash, and Aqualad all watching Conner as he worked dutifully on his bike and Sphere beeped his way over to him on nudged him to pet him or it.

Sphere reminded Ben a lot of Ship and Ship reminded Ben of Julie and they both reminded him how they had both been killed at the hands of-

"Ben?" Megan called out as she noticed him watching from afar.

Ben sighed and began walking over to the group as Megan noticed his distained face. As he approached he was about to speak when Megan grabbed him by the arm and pulled him towards the corner of the area.

"What's wrong?"

"Nothing"

"Don't ' _nothing'_ me; you've been depressed since you got back from helping Red Arrow. Did something happen?" Ben looked into her brown eyes and wanted so badly to tell her everything and how he was feeling and how confused he was about everything. He bit his tongue and sighed "I'm fine" he pushed past her until she grabbed him by the hand and spun him around as she did he saw tears welling up in her eyes.

"Did I do something wrong?" no tears were shed but they were evident in her eyes.

Ben grabbed her and pulled her into a hug; she wrapped her arms around his chest and placed her chin on his elbow.

"It's complicated but, I promise you haven't done a thing" Ben pulled away and looked into her eyes as she blinked a single tear away. Ben rose a hand to her cheek and flicked it away "You are the only thing keeping me together right now and I don't know what I'd do if I lost you"

Megan smiled and hugged him tightly. They turned and acted as natural as possible before approaching the rest of the group.

Ben was about to ask a question when a loud explosion shook the entire cave and knocked the entire team back. An entire section of the caves wall had been blown in and a reinforced steel beam collapsed to the floor along with twelve metric tons of rubble.

"What the hell was that?" Conner yelled as he used his super-vision to search for the cause of the explosion. Two figures walked through the smoke as an ocean of fire spread across the floor.

Ben slapped the Ultimatrix as quickly as possible after seeing the fire and yelled his name into the distance for old time's sake "Water Hazard!"

An enormous torrent of water spat from the alien's palm splitting the floor of fire and created an opening for the team to stand in.

Megan lifted herself off the ground but it was short lived as the heat caused her to fall to ground next to Aqualad. Water Hazard sprayed another torrent of water hard enough to cut through steel but was surprised when his own water was bent and manipulated by an outside force. Water Hazard turned to Aqualad assuming he had for some reason turned against the team; he was surprised again to see Aqualad helping Megan to her feet as he was less susceptible to heat. The alien sighed as he was hit with a torrent of his own water slamming him against Conner and knocking him into the ground.

Aqualad attempted to catch the water with his bearers but it proved fruitless as the water turned on him as well and pushed him through Conner's bike and into the ground.

"My ride!" Conner leaped from his position only to be hit with a torrent of fire that burnt a hole in his shirt and knocked him into the ceiling. He fell from the ceiling landing on the ground.

Kid ran towards them with super speed but was caught in the jaw by a metallic fist sending him into the ground next to Conner.

The smoke split as a blast of fire and water stretched out and encased Kid and Conner both in a metallic like substance as it also caused a thick wave of steam to pour into the room.

Water Hazard got to his feet and slapped the symbol on his chest changing him into a walking burning rock. Heatblast allowed a torrent of fire to rip apart against his body as he felt no discomfort.

He sent his own flames into the steam aimlessly as it was too thick for him to see.

"Damn it, Megan! Can you hear me?" there was no response as he began to become more worried with every passing moment. A wave of water slammed into him and pushed him in front of the entrance Zeta-Tubes. Heatblast's heat was drenched and cool momentarily until he reignited his skull with a slight grunt.

As he stood to his feet the Zeta-Tubes spoke up.

" _Recognize Robin B02"_

He walked slowly until he realized something was wrong "Ben?"

"Duck!"

Robin back flipped out of the way dodging a pulse of water from the steam. "What was that?" he asked as he threw a birdarang into the steam with no real aim. He could see nothing but he heard their pointless discharge in the distance.

"Water! There's a fire guy too"

"A fire guy?"

" _Recognized Artemis B07"_

"Look out!" Robin yelled pushing Artemis out of the way of a lose fire ball. Robin pulled her to her feet and she immediately pulled an arrow from her quiver and let lose a random explosive arrow into the mix of steam and smoke. "Who are we fighting?" she screamed sending several more arrows into the smog.

"Don't know!" Heatblast yelled as he stepped in front of Artemis and absorbed the heat of a massive fire ball before redirecting it and sending it back where it came from with expert accuracy. Surprisingly he managed to hit something with loud metallic thud.

"Bullseye! We're sitting ducks by these tubes, head for the exit!"

Heatblast created a wall of fire between them and the enemy as they ran towards the hall that would lead them to safety. Suddenly, a massive wave of water barreled across that hallway and headed straight for the team.

"Or not" Robin exclaimed as he turned on his heels and ran in the opposite direction. It proved useless as the water slammed into them and caused them to be pushed around in its wake. Heatblast shivered wildly before slamming his symbol and reverting into a large fish like creature before smiling "Now this is a good time for a classic!" Ripjaws swam and grabbed Robin and Artemis by the arms pulling them away as the water settled and drained away to the sides. They caught their breaths for only a moment as Artemis grabbed her bow and Robin retrieved lost birdarangs.

"What can this guy do?" Artemis asked Ripjaws as he rolled his eyes.

"I swim fast now keep moving I'll hold them off"

"Them?" Artemis said as Robin grabbed her by the arm and pulled her away.

Ripjaws slapped the symbol on his chest once more engulfing him in green energy what emerged was not Ben nor Ripjaws but a humanoid moth creature with blue and black patterns covering his body.

"This seems like a good fix for both water and fire" Big Chill exhaled a blast of ice that covered their tracks and closed up the entrance. Big Chill felt slightly accomplished until he saw the ice melt quickly and a burst of fire rip through the air with a high pitched wine. Big Chill phased through the attack by turning intangible.

"All or nothing" Big Chill twisted the dial on his chest causing it to pop out, he then slammed it back down causing a wave of green energy to flow across his body changing his blue skin into a bright red color. "Ultimate Big Chill!"

Big Chill exhaled a wave of fire but instead of burning everything in its wake; it covered the area in a thick sheet of ice.

Big Chill landed on the ground satisfied by his work and slapped the Ultimatrix twice reverting back into Ben.

"That'll hold em for sure plus I have to conserve energy" Just as he said this, the sheet of ice turned red hot and began to melt slowly. "Or not"

Ben turned and ran down the hall; he stopped and peered into the exercise room where he found a scotched path into another room. "I guess I didn't do too well on holding them back"

He ran through and into the showers where he found a large hole leading into another room. Ben ran through the showers and into a hall way littered with puddles of water. Ben clearly saw Artemis and Robin running into the kitchen ahead. "Something doesn't add up, whoever is attack must be able to control their respected element remotely without touching or even seeing it." Ben heard metallic foot steps behind him "Or not"

Ben turned and ran as fast as he could towards the kitchen where he found a metal grate laying on the stove and the vent wide open. "Glad they don't know how to cover their tracks"

Ben grabbed hold of the grate and hopped into the vent closing the grate behind him, he could clearly hear Robin and Artemis talking further into the vent and then he heard falling. As this sound filtered through his ears he fell through the vent and into a room filled with water heaters. "Hey!" Ben called out as Artemis and Robin turned and watched Ben jump over a ladder and land on the floor next to them.

"Did you beat them?" Robin asked as a massive wave of fire burst through the vent and a female silhouette fell to the ground engulfed in orange flames.

"Does that answer your question? Move!" Ben said as a lose fire ball was sent over head.

"I thought you said you'd hold them back?" Artemis called out as another blast of fire was sent in their direction.

"Ice doesn't work on them"

"Noted, in here" Robin said as he opened a shaft in the floor and slid down but not before tossing an explosive shuriken at the wall as the intruders shadow approached them.

The three heroes fell into a small tunnel lines with pipes up and down. Robin stopped and popped open an access point before plugging his gauntlet into one of the USBs.

"Hacking the heat and motion sensors to prevent anyone from tracking us?" Ben inquired which Robin replied with a smile.

"You know it; downloading security footage" Ben shuffled through his aliens as Artemis and Robin watched the scenes immediately prior to the attack.

"That's it, all four dead" Robin said as he starred at the static displayed on his holo-screen. Artemis gasped and Ben looked over with concern "The cameras I mean; I'm sure everyone is fine"

"Yea, they're fine, they have super powers, they can handle anything" Artemis commented as she wrapped her arms around her legs and placed her chin to her knees.

Robin directed them further; there should be an accessible panel to your right Ben"

Ben looked to his right and he smiled as he undid the panel and created as square of Mana beneath him and jumped down. Robin jumped after him and Artemis followed but she landed improperly and knocked into Ben who caught her. "You ok?" he asked nonchalantly.

Her face turned slightly red "Uh yea" she pulled away and hopped down from his Mana stool. "I'm fine"

Robin looked around "Perfect, we're in the library"

"How is this perfect? Maybe we should read the enemies a bed-time story huh?" Artemis commented as Ben analyzed his surroundings.

"No, there should be a secret passage way behind one of these book cases" Robin said as he looked through the books looking for a certain title.

"Seriously? Cliché much"

Ben began tossing books out at random as Artemis did the same. They continued this process until they heard the same metallic footsteps from earlier except these footsteps were accompanied by a voice, a very familiar monotone voice. "Robin, Artemis, Ben?"

"It's Red Tornado!" Artemis announced with excitement as she leaped from her hiding position to greet him but her grin fell as she found herself face to face with an android similar to Red Tornado with minor differences such as his red body had yellow markings on them but with a completely different design than the aerokinetic hero. The android reached for Artemis who was pushed to the ground by Ben who ducked under a book case.

"Yes on the Red no on the Tornado"

Robin jumped from a top a book case and slammed his foot into the robots face knocking him to the ground briefly. Robin followed Ben and Artemis as they quickly began ripping five or six books out at a time. Robin scanned through the titles as Artemis turned and launched an explosive arrow at the android that brought a shield of water up to eye level and blocked the attack. Artemis leaped on a bookshelf and found a second android following the first, this one with a female design. She sent a ball of fire to Artemis who ducked and watched as the fire ball connected with the ceiling setting the sprinklers off.

Ben turned around and sent blue Mana discs at his enemy knocking them back briefly. Ben brought a shield up between them and the intruders as they slammed water and fire into the shield causing Ben to sweat as he held the shield up with all his effort.

Robin gasped "Of course! The classics" he pulled The Mysteries of Udulpho from the book case causing a nearby book case to open up. Ben was knocked ten feet back and into a book case as the intruders finally broke his shield.

"Grab him!" Robin yelled as he jumped through the opening.

Artemis sent an arrow which the hydrokinetic android caught directly in front of his face; this was a mistake as the arrow exploded with foam like substance that engulfed him and the other androids leg. The foam was a quick-dry cement formula that would take moments for the android to break but moments was all she needed to pick Ben up and pull him through the opening. Robin pressed a button covered in cob-webs that shut the opening.

Artemis slapped Ben in the face with distress as he woke slowly "Damn why'd you do that?" rubbing the red mark on his face.

"Cause we need to keep running and your heavy"

Ben got to his feet and began running down the hall with Robin and Artemis in front of him. "Plus you're the strongest one here"

"I think you could take them" Ben said as Artemis grabbed his arm causing them both to stop.

"Red Tornado is one of the power-houses of the league! How are we supposed to stop two of them?"

"They do seem pretty user-unfriendly" Robin said Artemis became increasingly aggravated.

"Don't joke, they-" Artemis was interrupted by a monotone voice coming over the loud speaker.

"Attention Artemis. Attention Robin. Attention Ben 10. You have exactly ten minutes to surrender or the lives of your friends will be extinguished" the android paused for several seconds as he initiated the traps that he had set up for the rest of team "Nine minutes forty-five seconds"

Ben, Robin and Artemis ran through the hall way connecting to the hangar. "We can access the hanger from-" Robin began as he turned around and watched an enormous wave of water coming their way. "Or not" Ben and Robin said in unison like they had been the entire day.

"Will you two please stop saying that?!" Artemis pleaded angrily as she turned and ran but again it was fruitless as the wave of water caught up to them in seconds flooding the entire hall in water. Artemis lost the majority of her arrows as a green light lit up the water and a blue jellyfish-like alien with six long tentacles that function as two pairs of arms and a pair of legs appeared and floated towards Artemis who was being man-handled by the hydrokinetic android. He floated up to the android and sent a current of electricity into the androids body temporarily shutting him down, the android floated back motionlessly as Robin gave Artemis a breath of his miniature oxygen tank from his utility belt. Amphibian grabbed both of them by the arm and swam away faster than either could on their own but not before Robin could leave a trail of explosive shuriken behind to knock the motionless android back further. As they fled the hydrokinetic android's eyes flashed red signaling him coming back online.

All three washed up in the lake that was always present in the cave, they were only able to catch their breathes for a moment as they heard a distressed voice call out to them "Look out!" they ducked underwater as a massive fire ball slammed into the water and dissipated on contact. Amphibian rose out of the water with a rage in his eyes. "I've had just about enough of this game"

Amphibian's eyes widened as the water underneath him reached out and pulled him under. "Ben!" Conner and Kid and screamed as Ben was no longer visible. Robin and Artemis came to get air as they emerged next to Kid and Conner who remained trapped in metal.

"Where's Ben?" Artemis asked as Kid closed his eyes in disappointment.

Suddenly an enormous green flash erupted from the water but nothing changed. All was quiet for several seconds as yet another green illumination erupted from underwater. Again all was quiet until a massive camo-green alien emerged from the water with a vicious roar. The alien was fifty feet tall but seemed shorter as most of his body was under water; His head possesses a dark blue, Ankylosaurs-like helmet with three spikes running down the top, which are silver. On the sides of his helmet, there are black ram horns, pointing down. He also possesses a dark blue, turtle shell with long spikes running down each side. His plated chest and torso are dark blue with five spikes on each end.

The beast immediately turned his attention to the androids who shared a brief look before sending a combined torrent of water and fire at him. Humungousaur raised his arms and blocked the attack which did in fact hurt, a lot. The relentless pulse of water strong enough to eat through concrete tore away at his skin as the fire ignited every pain receptor in his entire arm. But, this evolution was durable if anything. He raised his other arm and aimed his fists at the androids who seemed confused spite their stoic robotic faces. The alien's fists changed and morphed into Bio-Gatling guns which began firing bright red missiles that exploded on contact with the androids and their surroundings as the missiles made contact with the cave walls and ceiling. The rubble began collapsing on the androids as they began dodging between boulders and missiles simultaneously.

Another set of twin torrents sent Humungousaur onto his back in the water as the androids bombarded him with their elemental prowess. Humungousaur flipped on his back relieving the pain as his shell provided brief protection from the immense heat and relentless water.

"Can't believe im getting my ass handed to me as my top five strongest alien by robots of all things!"

Humungousaur lifted his arm and sent multiple projectiles at the androids whom took evasive maneuvers to avoid said projectiles. As the pressure was finally relieved Humungousaur stood to his feet and let loose a barrage of missiles that were still dodged expertly. "C'mon what does it take to get a-" an explosion rocked the area as a missile connected with the hydrokinetic androids arm causing it to explode and for him to loose altitude. As he fell to the ground, the pyrokinetic android used the distraction to let lose a massive ball of flame that would put Humungousaur back on the defensive.

Kid and Conner watched intently as the battle ensued.

"This is… intense." Kid noted as Conner nodded in agreement.

"Kid focus! Is an EMP doable?" Robin spoke through a communication shuriken planted in the metal next to Kid's head.

"Totally, doable!" Kid watched as the hydrokinetic android stood to his feet and created a miniature tsunami and directed it towards Humungousaur who attempted to stand his ground but was pushed back none the less. "Ya know if we had more time"

Humungousaur stood to his feet and sent missiles into the ground in front of the androids causing them to lose their balance as Humungousaur used this opportunity swing his mace tail around with all of his effort knocking the pyrokinetic android into the wall behind them and giving said android a nasty puncture wound to the abdomen. The androids were relentless as they stood to their feet and began pouring their respected elements onto to Humungousaur once again who was this time brought to his knees. Humungousaur screamed I agony as his skin turned into sickening red color. A green flash engulfed the area as Ultimate Humungousaur was devolved back into his original form. The androids ceased their attack as Humungousaur reverted back into Ben who had second degree on his arms and chest. Ben fell to his knees and spit up a small puddle of blood. The androids turned towards the others who were still trapped. "Aqualad how's M'gaan doing?" Conner asked and became increasingly worried when he heard no response.

Ben heard this and immediately stood to his feet.

"Hey!"

Everyone turned their attention to Ben as if they were surprised he could still project his voice to that degree.

Ben's fists became enveloped in Mana as he stumbled across the floor to close the distance between him and the Androids.

"Did you think you could win that easily?" Ben watched as the Pyrokinetic Android used her fire to float over to Ben landing a few feet in front of him.

"You have been beaten? Why do you still persist?" the android spoke in a female monotone voice.

"Because my friends… need me… that's why!" Ben threw the slowest weakest punch he had ever thrown but it was all he could manage as the android effortlessly side stepped his attack.

"The chances of you defeating us in this state are-"

"I don't care about your bull crap statistics; I'm going to keep fighting until I can't breathe anymore" Ben swung at the android who grabbed him and flipped onto his back.

Megan's eyes fluttered open as she tried with all of her effort to resist the heat that was bearing down on her. She looked around and realized she was lying next to Aqualad who was looking to be dead but his slow rising and falling chest proved him to be alive, barely if anything. She turned her head to the side and saw Ben spitting up more blood as tears welled up in her eyes.

"Dude, stay down!" Kid yelled out as Conner agreed "It's not worth it!"

"All of you shut up!"

Silence became heavier than the strongest gravity as Ben stood to his feet once again with his fists covered in his own blood and a thin layer of Mana.

"I've never given up before even when everyone if front of me was dead! So what makes you think I'm going to give up now!?"

Ben swung at the android who dodged lazily and grabbed his fist.

"You have courage which is admirable but also foolish; your friends Robin and Artemis do not share your courage. What is all this determination for if it leads to your demise?"

"It's called… a distraction"

The hydrokinetic and pyrokinetic shared a single glance before changing their focus to the generator in the far corner of the room where Robin sat with a shuriken in hand "Boom" Robin shoved the shuriken in the metal slot in front of him causing a massive wave of blue energy lined with static electricity crossed the room and engulfed the entire mountain as Ben fell to his knees for third time in one day. He was losing his edge.

The cage of fire trapping Megan and Aqualad immediately disappeared as both of them felt immediate relief. The water that slowly crept closer to Kid and Conner's jaw line died down completely draining into the lake where it originated.

"We are so getting that lake removed" Kid joked

The androids eyes became dark and life less as they both fell motionless to the ground with a metallic thud.

Ben turned onto his back "Megan? Please tell me you're ok!"

"I'm… Ok…"

Ben allowed himself to slip into unconsciousness at the sound of her voice. He had never felt so relived in his life but, everything in his body stung, his bones were sore, his muscles were over used and his skin stung with the slightest touch but he could feel his Anodite heritage healing his wounds already. His skin becoming less raw by the second and his muscles growing less sore with every passing moment.

He couldn't tell just how long he was unconscious for, it could have been days or several minutes all he knew was when his body felt like it could move again, he was able to open eyes and sit up. He saw Kaldur supporting Megan along with Robin and Artemis trying to activate a plasma cutter to set Kid and Conner free of their metallic prison.

"Would you quite playing with that and cut us free already?"

"I can't, EMP shuts down all machines remember?"

Ben looked at his wrist as his Ultimatrix was completely dead and non-functional "Not without its faults" Ben stood to his feet as everyone turned their attention to him.

"Whoa you need to take a seat mister" Artemis said laying the cutter down on the ground and walking over to Ben who waved her off.

"I'll be fine" He said "Besides I was acting more beat up than I really was so I could really distract them"

"Tell that to the blood splattered on the floor" Artemis jammed her thumb in the direction of Ben's stand against the androids.

"Yea that was real" Ben laughed as he rubbed the back of his neck and winced at the pain. "That's gonna hurt in the morning"

Ben smiled at Megan who gave him a warm and comforting smile back to him showing him she not only forgave him but that she was more or less not injured from the fight.

"So the EMP shut down all machines, does that mean?" Conner motioned to Ben's wrist as he chuckled slightly.

"Yup, EMP's shut down all machines in the area" Ben waved his non-functional Ultimatrix in the air for everyone to see its grey unilluminated hourglass design as opposed to the ever bright trademark green glow.

"Correction, Electro Magnetic Pulse shuts down all machines in the area present at the time. What has occurred?" Red Tornado spun down from the front entrance instead of the teleporters.

Robin motioned over to the two androids lying on the ground in the corner of the room. "We got a little visit form your extended family"

"Your very nasty family!" Artemis pointed out.

Red Tornado walked over to the androids and bent down to scan them closer. "I was not aware I had relations"

"Where've you been?"

"Monitor duty on the Watchtower"

Suddenly the plasma cutter discharged a random beam of plasma in a random harmless direction. Sphere who had been trapped by rubble sometime during the fight beeped to life and revved his engine before freeing himself. "The pulse has worn off!" Artemis and Kid said in unison as Red Tornado reached out to grab his android brother sending a single spark between the two. Red Tornado turned around with sinister red eyes as the wind picked up in the room. Red Tornado floated up slowly as he began sucking the oxygen out of the room and most of the team was so surprised by this sudden betrayal that the only lasted a few seconds before they fell unconscious. Ben slapped the Ultimatrix dial but nothing happened as the dial was still a dull lifeless grey. Ben had no time to question why the Ultimatrix was any different from an android as the oxygen was ripped from his lungs and he fell to his knees for the fourth time in one day. He slumped over unconscious.

 **52 Minutes Later**

"Ben"

"Ben can you hear me?"

A female voice called out as Ben tried to pry his eyes open and failed. "Ben?" another female voice called out but this time it was one that was much more familiar to him, he forced his eyes open to meet Megan sitting over him next to Black Canary who must've been the first voice to attempt to coax him awake.

Black Canary helped him to his feet as Megan followed.

"What happened here?"

"Red Tornado, he attacked us but, not until after two other androids with the same design attacked us" Ben had to force each word out as his throat was severely sore and his chest felt like it was going to implode at any moment. It almost made the burns and internal bleeding feel pleasant.

"Where did they-"

"Gone" Robin interrupted "All three of them"

…

I think I did really well on the first 4,500 words of this chapter but I really wanted to finish today so I stayed up to finish and its almost 3am so I'm gonna call it a night. If you are reading this and there are a lot of grammatical errors than I really apologize for that.

I want to talk about the events like I usually do but I honestly don't have the energy for it. Good Night, Good Morning. Whatever…

Review… or don't… Zzzzzzz


	11. A New Threat

Disclaimer: I don't own Ben 10 or Young Justice

It had been twelve hours or so since the attack on the cave by the elemental androids. Ben had bandages wrapped around his arms and chest although they were covered by his shirt. Ben held his head in his hands as he sat next to Robin and Kid at a table in the hall of the cave. His mind flashed images of his entire team trapped and dyeing, begging for their lives. His mind flashed more images of a burning house and a cackling silhouette with dead bodies surrounding him, they flashed back and forth in his head as sweat visibly dripped down his temple. His eyes were bloodshot but nobody took notice as they were all caught up in their own thoughts. Ben was nearing his mental limit, he tried unsuccessfully to shake the memories from his head but they returned in a burning sensation. He was helpless again, he couldn't do a thing to stop him last time and the same thing nearly happened again. If it happened all over again, there would be no recovering. He would be lost to darkness forever, he nearly collapsed from the mental strain as his heart beat speed up and his pupils shrank thoroughly. Superboy looked over in distress as the others began taking notice of Ben's physical distress. He couldn't bare the strain, his vision blurred and his hearing became fuzzy. Robin stood up yelling something over to Batman who became wide eyed.

He rushed over as Martian Manhunter, Green Arrow and Captain Atom began taking notice as well. They approached him but Ben stood and backed away clutching his head. The other heroes ceased their reconstruction of the cave as they surrounded the team leader.

"It's not your fault" Kevin's voice rang through Ben's head a single shot forcing his eyes shut.

"YES IT IS!" Ben fell to his knees as Megan ran and grabbed Ben by his hands still tightly gripping his head; she placed her forehead to his and allowed herself to enter his mind.

She found herself in a ruined city, thousands of dead bodies everywhere as Ben stood motionless in the middle of it all. A single Hawaiian T-Shirt hung like a flag from a bloody wooden steak. A massive silhouette stood behind them as Megan still held his hands. The nearly fifteen foot tall creature with glowing, demon-like red eyes and a sinister grin plastered across his face. Being a Martian, the burning city and bodies around her made her feel weak and frail but, she had to focus on reality. **"Why couldn't you stop me Tennyson?"**

"I failed" Ben whispered as Megan took notice.

"It's not real, not anymore" She urged Ben to move but he didn't he stood motionless and still.

" **Oh it's not?"** the creature stepped forwards still shrouded in darkness **"I am very real, little girl, and my vengeance will not go unfinished. I will have Ben Tennyson's head and everyone he holds dear will die. I promise."**

These words shook Megan from Ben's mind as she screamed and backed away from him, the images were intense and surreal the heat made her sweat and the smell of rotting flesh made her gag. Until of course she vomited on the floor at Batman's feet.

"Dear god" he muttered as Kid Flash and Martian Manhunter helped Ben to his feet.

Batman approached Manhunter "Can you help him?"

"I can try" J'ohn looked into Ben's mind seeing everything Megan had seen but managed to block out the fear and agony that pulsed off of him in waves. He controlled Ben's mind and wiped the images from his mind forcefully, he didn't erase the memories he simply shocked the subconscious mind back into the subconscious leaving Ben with his normal thoughts again.

Manhunter and Kid sat Ben down back at the table as more heroes approached him.

"Is he okay?" Superman asked flying down from the hole in the cave he was currently trying to seal with heat-vision. Wonder Woman and Green Lantern joined them as they all gathered around him as Ben still clutched his head wide-eyed and pale.

"I thought you said you fixed him?" Batman asked to Manhunter who shrugged.

"His mental state should have returned to normal by now"

"He's coming"

Everyone looked over to Ben who still looked shocked and frightened but was now directing himself towards the league who shared looks with each other before returning their questioning gaze to Ben.

"Who?" Batman asked getting closer to Ben who looked past the dark knight and towards Megan who had wiped the spit from her mouth.

"Vilgax the Conqueror" Ben and Megan spoke in unison.

The crowd of heroes grew silent as no one could find the right words to say.

"Who is Vilgax?" Batman asked the question on everyone's mind.

Ben wanted to answer but couldn't find the words; his mouth was ajar for several seconds before an enormous violet light illuminated the area.

Ben would recognize it anywhere as a purple entity flew from the light and landed in the middle of the hall only feet from the small crowd of heroes currently surrounding Ben. An alarm sounded through the cave as a voice came in through the intercom.

" _Unknown energy lifeform present in cave"_

Ben shot up from his chair and pushed the remaining heroes from his path as he approached the entity that was currently being surrounded by a green energy sphere. Ben saw the green lantern holding it inside with all his power.

"Let her go!"

"Her?"

The green sphere shattered on its own as a panting female being immediately saw Ben and smiled brightly floating forwards and greeting him "Ben Tennyson?"

"You aren't Verdona? Are you?" Ben asked trying to figure out why a short haired Anodite that was about two inches shorter than him was floating before him.

"My mentor didn't tell you about me did she?"

"Mentor?"

"Ben!" Batman yelled with a shuriken at the ready. "Who is this _uninvited_ guest of ours?"

The girl gasped and hid behind Ben in fear causing Batman to lower his shuriken.

"Everyone just calm down!" Ben tried to reassure. "Let me figure this out" the girl clutched Ben's shirt tightly causing Ben to look beside them at Superman who had a casual face with glowing red eyes.

"Oh come on, look at this face! Does she look like she's going to start killing everyone in the room?"

Superman sighed and put his hands up to shoulder level before allowing his eyes to return to their normal onyx color.

"Who are you and how did you get to another Universe?" Ben said trying to turn to the girl who kept herself clutched to Ben's back. He spun around quickly grabbing her by the shoulders and they felt cold but exciting in a way.

"My name is Veronica; I'm an Anodite like you and your Grandmother. She sent me here to warn you-"

"About Vilgax?" Ben finished her sentence with his best guess.

"H-How?" she said flustered as her magenta cheeks turned a rose color.

"I've been getting warnings every night for the last half-week but, if you'd like to shed some details?"

"Of course"

…

Ben, Veronica, Batman, Superman, and Megan (by Ben's request) sat in a conference room of the Cave. It was usually used for movie nights considering the new residents were teenagers but, it still held purpose.

"Where should we start?" Ben asked as Batman looked over to Superman who shrugged.

"I'm here for muscle and guidance" He placed his hands on his hips "Take it away ' _world's greatest detective'_ "

Veronica placed her glowing hands on her glowing thighs and tapped them nervously. She had never been interrogated before, everything was so peaceful back home, and there was no need for it.

"Fine, Just who the hell is Vilgax?"

Ben opened his mouth but Veronica answered "The most ruthless warlord in the Universe"

Superman narrowed his eyes as if remembering something "Your Universe maybe…" He mumbled

Batman fixed the Kryptonian with a glare and he responded by turning his head in the opposite direction.

"Tell me more" Batman said looking Veronica in the eyes.

"Vilgax conquered ten planets and absorbed the powers of their greatest heroes in order to defeat Ben Tennyson, savor of the Universe! He failed and after many more failed attempts at conquest, Vilgax decided to absorb the powers of a true god. Even then, Ben still claimed victory and Vilgax was sentenced to three-thousand four-hundred and fifty-eight life sentences in the Null-Void prison dimension." Veronica sighed "He escaped two monthes later and made his way to his home planet where he would assemble a vast army of robot drones and warriors willing to sacrifice their lives for the cause."

"What was the cause?" Batman asked as Ben looked away and turned pale once again.

Veronica looked over to Ben with a sad expression before grabbing his hand tightly "To kill every living being on Planet Earth starting with the Tennyson Family"

Superman looked away again feeling the pain radiating off of Ben.

Megan struggled not to jump across the table and hug her boyfriend right then and there.

"He succeeded, didn't he?"

"Fifty-thousand humans died that day along with the entire Tennyson Family… Or- or so we thought! Turns out Ben Tennyson lived! And my mentor sent me here to warn him about-"

"Who is your mentor?"

"The most wonderful, free-spirted Anodite the Universe has ever known! Verdona Tennyson. Ben's Grandmother!"

Batman rubbed the bridge of his nose trying to fight the headache he could already feel coming on. The complexity of this situation was becoming more and more agitating by the moment.

"I came here to warn Ben that Vilgax is coming for him"

"I want to know how" Ben wiped his eyes quickly and turned to her before letting go of her hand. "I was surprised when I found him alive; I want to know how he's already recovered in only a year's time"

"A year? It's been a decade Ben Tennyson" Veronica spoke in a confused tone.

"A decade? Impossible I was only training with Kent for a year and-" Ben suddenly realized what had happened "Oh man, this Universe must run on a different time-line. Time moves slower here"

Superman, Megan and Batman looked at Ben in confusion.

"One year here is equal to ten years in our Universe" Veronica confirmed as the others nodded in understanding.

"The Plumbers evacuated Null Void's Incarcecon and retrofitted it to hold only one prisoner, filled with three-hundred guards, a multitude of surveillance and tech that was provided by the Galvan themselves; Vilgax stayed imprisoned there for seven years." Veronica looked down at her feet "One day, when the guards went to change monthly shifts, they found the entire prison had been leveled somehow and every single guard was dead. Vilgax summoned a fleet of troops and drones that easily outnumbered most species from the inner core of his home Planet which had been thoroughly searched by the Plumbers. Vilgax was just way too good."

"Who're the Plumbers?" Superman asked curiously.

"An inter-galactic police force that works to keep the peace in the Universe" Ben answered without a second thought.

"So like the Green Lanterns? Sure that's not confusing" Superman walked over to the seat next to Batman and whispered in his ears.

Batman nodded and Superman spoke up "How powerful is this Vilgax guy? I'm sure the Justice League can-"

"Usually I hold back or I use weaker transformations for sport when fighting Vilgax but this time? I'll beat him within an inch of his life and hang his body by his entrails" Ben stood abruptly and turned to face the wall trying to get the thought of Vilgax out of his head.

Batman shared a look with Superman before turning back to Veronica who began speaking.

"My mentor tried to stop Vilgax from harming our Earth and managed to put a protective incantation over the whole Planet but it drains most of her powers, Vilgax changed objectives and decided that Ben Tennyson was more important than killing the rest of the humans so he's been challenging planet after planet and absorbing the powers of their mightiest warriors, he's grown in power and even absorbed a To'kustar!"

"A what?" Megan asked as Ben looked over in fear.

Batman sighed "So he has all of Waybig's powers" He scowled at the table in front they were sitting at just thinking about a hundred and fifty foot tall being with an assortment of powers and abilities and the fact that he had no way of accurately preparing for this immense crisis aggravated him to no end.

Ben put his hands on the wall next to him as he tried to support himself, he was in utter shock, Vilgax had never been close to Waybig's level and now he not only beat one but he absorbed all of its power too.

After several moments of awkward silence Ben cleared the lump in his throat. "We can't let Vilgax into this Universe; with that kind of power he could beat Superman with a glare" Ben punched a hole in the concrete wall next to him.

Everyone stared at Ben with equal frustration but none of them were as clear about the dangers as Ben was at this moment.

"When is he coming?"

"It could be months, he still has a lot of technology to gather before he can make it to another Universe, he challenged the Anodite's but since we don't really have any form of Government on Anodyne we were able to reject his Hero Challenge and he knows very well how powerful Anodite's are so he has no need to start a war with even one let alone a population of us. Bottom line, he doesn't currently have any natural way of getting here like I did"

"Did?" Megan asked.

"Well… You see I'm only fourteen years old and I'm not very trained so…" Veronica tapped her fingers together which caused Ben to smile.

"You don't have a way to get back do you?" Ben asked crossing his arms.

"Hehe"

…

Kid Flash, Artemis, Robin, Conner and Aqualad sat at the same table where all the events had been happening throughout the day.

Kid was currently tapping his feet on the ground at super speed as the others tried not to scream from the agony of not only be betrayed by Red Tornado but watching their leader have a mental breakdown right in front of them. They ignored the pressure as they normally would and tried not to think about the past few days and the struggles they have had to face.

Just as Conner was about to barge into the conference room and demand answers the door opened revealing Ben with a fake smile crossing his face and Veronica in tow behind him. The others rushed over when they saw him and Megan emerge from the conference room but slowed when they saw Veronica.

"Dude, are you ok?" Kid asked as Robin intervened.

"Yea, you looked like you'd seen a ghost before, uh, _she_ arrived"

"My name is Veronica, I'm an alien from Ben Tennyson's Universe" She said greeting them all with a bow.

"Uh, Veronica, you can just call me Ben, ok?"

Veronica blushed and tapped her fingers together "Oops, My mentor always taught me to be as polite as possible when talking to outsiders"

"I'd hate to break the mood but, you were in severe mental pain just minutes ago, are you sure you are alright?" Aqualad asked as everyone eyed Ben with a curious look.

"I'm fine, it was just some stress. No big deal"

Artemis scoffed "Just some stress? M'gaan vomited from looking into your stress dude" Artemis laughed "You had a mental breakdown in front of the entire league!"

"Yea, what exactly are you hiding from us? Are we supposed to believe that right as you start screaming in pain, she showed up just to say hi?" Conner added folding his arms in disbelief.

Ben rubbed the back of his head and sighed.

Megan grabbed him by the arm "You don't have to tell them if you don't want to, I could-"

"No, I'll do it"

…

After about ten minutes of explaining everything to them including the new information they all sighed in relief and sorrow.

"I'm so sorry; we shouldn't have probed you like that. It must've been hard to tell us all of that" Artemis said placing a hand on Ben's shoulder.

"We're all gonna die" Kid Flash said as he fell to his but on the ground supporting himself with his hands "I don't even have my driver's license yet"

Artemis put her hands on her hips "What do you need a driver's license for? You can break the sound barrier in your sneakers"

"Why does Wonder Woman need the invisible plane? It's all about perspective"

Robin grunted "can we focus? This Vilgax guy is a serious threat!"

"Not right now he's not, Vilgax is a lot of things but he's not smart enough to build a Universal traveling machine and he isn't strong enough to acquire one yet either." Ben sighed and rubbed his chin "The Galvan defense systems are still way superior to Vilgax and the Anodite's are on a different level completely so we should be good for a while."

"So what? We just wait for this guy to get strong enough to make it here and kill us all?" Conner spoke up frustrated.

Batman and Superman approached the group from the conference room where they had reviewed a few details beforehand.

"He's already strong enough to kill us all, trust me; we just have to prevent him from getting here because likely hood is he's not just after my life."

"He's not?" Veronica asked.

"I thought you said this guy had a grudge against you?" Kid asked standing from the floor.

"He does but, he also has well over a million droids with synthetic DNA synched to the wireless frequency of the Ultimatrix. And once Vilgax has it, he'll need only a few seconds to gain an army of Ultimate Humungousaur's or worse, he could access my most powerful alien and become Omnipotent"

"Who exactly is your most powerful alien?" Megan asked trying not to freak out from the word Omnipotent being thrown around casually.

"Well-"

"A topic for another time" Batman spoke up from behind Ben causing the entire team to turn in his direction "In the meantime, I have another mission for you"

Ben tried to pay attention to the mission briefing but, Animals have never been his specialty. He couldn't stop thinking about Vilgax's message.

" **I will have Ben Tennyson's head and everyone he holds dear will die. I promise."**

Ben had never heard Vilgax being so honest in his life, the hate was blaring at him and the mental messages he received from Vilgax when he was ten years old was nothing compared to this. It was more vivid and he spoke more than before, a single sentence turned into a heartfelt promise. And Ben knows all too well that Vilgax _keeps_ his promises.

…

SO AFTER MUCH PROCRASTINATION…

I finally decided to make this chapter and skip the mission itself to focus on more prominent issues like Vilgax and where Verdona is right now!

Honestly, I wanted to make Verdona the one to come through the portal but I felt that making an Original Character or OC felt like a good call.

Sorry if some scenes were a bit too graphic; the Rating is subject to change if this takes a darker path. But it probably won't.

If you don't know what the mental break down was, it was a scaled up version of the nightmares that Ben had when Vilgax was retrieving the Omnitrix in the Original Ben 10 Series.

Review! Please! I'm a Black Hole and Reviews are Matter or anything that takes up space in my Universe.


	12. Revelation

I don't own Ben 10 or Young Justice

Robin and Aqualad struck at each other in the middle of the holo-ring. Robin threw a jab which the Atlantean narrowly avoided by back flipping out of the way and landing expertly on his feet. Each strike was rewarded points by the holo-ring much like a video game. Aqualad attempted to side kick the boy wonder in the chest however, Robin simply side stepped the attack and ran in for an attack of his own. They stopped when they saw Conner, Ben, Megan, Veronica and a giant white wolf walking towards them from the entrance of the cave. The wolf had been an enemy from their last mission in India but once Conner had removed his inhibitor collar, the wolf became a well-trained pet named… Wolf.

Robin leaned over to Aqualad as the holo-ring turned off below them. "You know they're a couple right?"

Aqualad turned his attention to Megan as she walked slightly closer to Ben than one might call normal. She had her hands behind her back and was listening intently to something Ben was telling them with a smile on his face.

"I think I knew before they did"

The two looked over to the opposite entrance where Wally and Artemis entered. "Do we tell _them_?"

"It is not our place"

Wally looked over to Zatara and Captain Marvel as they talked casually. "So if Zatara is our baby sitter of the week, why is he still here?"

Veronica had an amazed look on her face that only a child could bare; she listened with more intent than anyone else in the group. "And then what happened?"

Ben turned and began walking backwards "And then I released the Sub Energy all at once and beat Forever King _and_ accidently annihilated Mt. Rushmore" Ben finished by rubbing the back of his neck "Not my proudest moment"

"That's strange, there was nothing about a reconstruction of a national monument in the data-books" Veronica said thinking aloud.

"That's cause Grandpa Max used this tiny cube-thing to create an exact replica of Mt. Rushmore faces while the Plumbers reconstructed in secret and added in a new defense system" Ben concluded his story with a smile. "Yup, that was the time I had temporary near limitless power with one of my weakest aliens"

"You sure have a lot of stories" Conner spoke up as he pet Wolf generously.

Megan stood next to Ben and put a hand on his shoulder "You still have to tell me about the time you beat a literal god"

"Well, that's a long one but, why not" Ben cleared his throat and turned to Megan who smiled intently.

"It all started in Mid-evil times-"

Ben was cut off by the Zeta-Tubes activating.

" _Recognized: Batman A02"_

The dark knight walked into the room ignoring everyone and walking into the holo-ring "Computer, display national news"

The computer complied and displayed the news where Cat Grant began narrating the events from earlier "The initial attack was short lived was short lived but, Metropolis was only granted a short reprieve" the video displayed a massive plant creature wrapping itself around a building and crushing it instantaneously. "Even with the intervention of Superman and the Justice League there seem to be no end in sight"

Robin stepped forwards "Should we get out there?"

Batman was quick to respond "No. The League will soon have the situation under control, that's not why I'm here. According to your Intel Sportsmaster supplied Cadmus' Blockbuster formula to Kobra"

Wally stepped forwards "Who combined it with Bane's venom to create Kobra Venom"

Ben continued "Which the Brain used to create his animal army"

Conner pet Wolf specifically "And upgrade Wolf."

"The Brain also used inhibitor collars like the ones at Belle Reve Penitentiary" Megan added.

Artemis raised an eyebrow "Is it possible that plant thing is on Kobra Venom too?"

Batman nodded "I had Green Lantern run a spot analysis; Divine Cellulose does contain trace amounts of a Kobra Venom variant."

"These cannot be coincidences" Aqualad said stepping forwards next to Ben and the others "Unrelated criminals are cooperating with each other worldwide."

"Exactly" Batman confirmed "It is now clear that our enemies have formed some kind of secret society of super villains, the attack on Metropolis is only the beginning."

Robin began typing away at a holo-screen. "You got that right" Robin brought up multiple holo-screens behind Batman showing multiple cities from around the world being attacked by Plant creatures. "Plants have sprouted in Taipei, Gotham City, Star City, Paris…" each screen turned to static suddenly.

Wally spoke up "Uh dude?"

"It's not me! Someone is cutting the satellite signal, all satellite signals!"

Just as he said this, all five screens displayed the same live video.

The first thing to appear was a well-known clown villain known as the Joker who sported dark green hair and a pale white face, he held a butterfly knife in one hand and the camera facing him in the other. He used the hand he held the camera in to tap on the lens with his knuckles as if wondering if it was playing.

"Ladies and Gentleman" The Joker began "We interrupt your regularly scheduled mayhem to bring you this important announcement" Joker turned the camera and both Ben and Veronica froze at who they saw standing with the small crowd of super-villains.

"From the Injustice League" standing next to Joker was a woman with lime green skin and long red hair wearing a leaf green leotard. Next to her stood a tall and buff man wearing a black and gold suit with a lightning bolt sprayed across his chest. Next to him was another man with silver hair and some sort of device that resembled wireless earplugs around his head. Then there was a man who wore a helmet but had a decrepit head that resembled a skull, he also wore a green jump suit. Another tall man wearing a red suit with a black cape with gold trim running down to his thighs. Behind them stood a teenage boy with white hair and crimson red eyes, his red jacket was an identical variant to that of the one Ben owned only a few weeks ago.

The man wearing the headphone like device spoke up in a thick European accent "We are responsible for the attacks on your cities, if you wish to save them, a ransom of ten billion American dollars is required, and delivery instructions have been sent to the United Nations. There is no time limit; however, the longer you wait-"

Joker panned the camera over to himself and waved his knife around playfully "The more we get to have our jollies" he finished his sentence with a loud cackle before shutting the camera off.

Ben grabbed Veronica by her violet shoulders and stared into her frozen eyes "How is he here? How?"

Veronica shuttered at his sight, "I-I don't know, my mentor only had enough power to send one person through the portal. Unless someone else has that kind of power…"

Batman cleared his throat as Ben noticed everyone was staring at him and Veronica. Ben let go of her shoulders and walked over to a paused image of the Injustice League.

"The one in the back look familiar?" Ben asked everyone staring at the screen.

Wally scratched his head "Not really."

"Look. Closer."

Robin pulled up a holo-keyboard and zoomed in on the image.

"Wait… That can't be…" Conner tried to make sense of the image but couldn't.

"His name is Albedo and he's my evil twin."

A thick silence erupted in the room until Artemis began laughing hysterically; everyone looked at her with a curious glare.

"This is a joke right? An evil twin? You're from another Universe, how would he even get here?" Artemis wiped a tear from her eye and tried to grip the situation without bursting into laughter.

Ben pulled up a holo-keyboard of his own and zoomed out before zooming back in on Albedo's wrist.

"Crap" Batman said narrowing his eyes through his mask before talking into his communicator.

"Wait… seriously?" Veronica asked "I thought you destroyed it?"

"Albedo is the second smartest Galvan in my Universe, he could build another, and I didn't think it was a problem because of how long it would take but with ten years… He could've made a better version."

"Ok so, Count Vertigo, The Joker, Poison Ivy, Atomic Skull, Black Adam, Wotan and Albedo. Seven heavy hitters, probably behind everything and everyone we've faced." Robin analyzed the image tried his hardest to seem calm.

"There's your secret society" Wally announced.

"Not so secret anymore" Artemis added as she folded her arms across her chest.

"Perhaps after India, they figured we would deduce the truth and found no reason to hide any longer."

"Yea? That was their mistake, I think it's time we kicked some plant creature butt!" Wally said pumping his fist in the air.

Ben stood frozen staring at Albedo's image "Why are you really here?" he mumbled to himself.

Batman stepped forwards "The Justice League will handle the plants; I have a different job for this team."

"Oh man" Wally spoke in disappointment before Artemis punched him lightly in the arm.

"With so many plants attacking so many different locations at once, there must be a control center. Your job is to destroy it."

Captain Marvel stepped forwards with a concerned look. "You do realize what you're really asking them to do?"

"They're ready."

"Ready for what?" Wally asked receiving another punch to the arm from Artemis.

"Would you quit that?"

"Hello Wally, if they're fighting the plants, who do you think we'll be fighting?"

"I don't know I guess…"

Ben pointed up to the screen of villains causing Wally to go wide eyed in realization "Oh."

"Well Batman, I hope you're right." The Captain finished putting his hands on his hips.

"And I hope you can locate the enemy?"

"Well, Black Adam is always syphoning off the same magical force that I am, he is my evil twin after all" Captain finished looking up at Albedo. "So If I focus hard enough and get a little hocus-pocus help from Zatara, I should be able to find him lickety-split."

Batman nodded and looked over to Zatara "Do it"

" _Cigam sih kcart ot ytiliba s'levraM esaercni."_

Captain Marvel began to glow a bright yellow color as well as his electric aura becoming visible. "Robin if you could pull up a holo-map?"

Robin complied and brought a holographic globe up in front of Captain Marvel.

Marvel sent golden electricity into the globe that surged through the hologram before centering in one spot. "There" Marvel said as his new aura faded away slowly.

"Coordinates locked in, the Louisiana Bayou"

…

Joker waved his hands above several computer screens each displaying a different monster-plant related scenario which the crazed clown seemed to control with his high-tech gloves.

"Kobra Venoms got nothing on good ol' Joker Venom" Joker laughed maniacally as he continued to manipulate the plants worldwide.

"Both work well in concert" Count Vertigo added as Joker continued his rampage. Poison Ivy leaned down and hugged a root of the giant plant that extended towards the ceiling.

"Yes, but we are putting considerable strain on my baby" Ivy tightened her grip on the plant causing part of it to turn a bright shade of green.

Albedo approached the stem of the plant with a device and pressed several buttons as the plant began to surge with energy. "There's always a cost to victory"

Wotan floated above him and chanted a mystical spell that caused his fists to be enveloped in an orange glow as well as heal some over used or injured sports on the giant plants stem.

"We will keep her safe and healthy Ivy" Vertigo assured before turning to Atomic Skull who was standing next to an outlet like pedestal "But she requires more power!"

Skull said nothing as he entire head became consumed by a radiating energy which then extended into the pedestal and funneled through the roots and into the steam of the plant causing it to grow several long leaves and for it to thicken considerably.

Albedo smiled "Stunning what a little teamwork can accomplish."

Suddenly a loud alarm began sounding throughout the headquarters "Intruder alert!" Vertigo announced as Albedo looked at his handheld device that produced green radar like beeping.

"Finally"

…

The ride to Louisiana was undoubtedly quite as Ben sat in the piolet seat and Megan looked at him from afar.

"So what do you plan on doing once you find your doppelganger?" Kid asked munching on a banana simultaneously.

"Im gonna rip his arm off and put an end to this" Ben said as softly as possible.

"Whoa dude, a little harsh?" Robin commented as they all looked over to Ben.

"Last time Albedo and Vilgax teamed up they kidnapped my friends, stole my Omnitrix and nearly leveled my home town. I have to get rid of Albedo before Vilgax gets here" Ben closed his eyes and tried to fight back the thoughts of his final days with the Omnitrix.

"You mean 'if' he gets here" Conner corrected "Veronica said it herself, Vilgax doesn't have a way of getting here"

"And if Veronica was here she'd tell you that Albedo had the same chances of getting here as Vilgax and if he did it… so can Vilgax"

Megan put hand to her head in distress grunting slightly.

Ben looked over immediately "What's wrong?"

"She's dizzy" Megan said trying not to lose focus.

"Who Artemis?" Kid asked looking over to the archer who shook her head.

"I feel fine" Artemis noted as Ben realized what Megan was talking about.

"Not her, the Bioship" Ben looked over to Megan who nodded.

"Can't keep camouflage, barely keeping altitude" Megan focused her thoughts on helping the ship stay in the air.

…

Vertigo sent his mental attacks into the air in the direction of the intruder hoping to get him or her to reveal themselves and his hope was fulfilled as the red and black ship came into view, Vertigo pointed up at it and yelled out "There it is Black Adam, Go!"

Black Adam leaped into the air and landed a ground shaking punch to the under belly of the Bioship knocking it from its place in the air and sending it into the swamplands below.

Adam jumped onto the roof of the ship and ripped a hole open in the center just big enough for him to see the team. This action caused Megan to grip her head in pain.

"He's hurting her!"

Ben growled and covered his fist in mana before right hooking Black Adam off of the ship and into the water.

Vines wrapped themselves around the ship and dragged it underneath the swamp water. Artemis watched as the water poured into the ship in massive quantity.

"No way im almost drowning three nights in a row" Artemis grabbed a miniature oxygen tank from her belt and pressed it to her lips and taking a deep breath before handing it to Kid who raised an eyebrow before grabbing it.

"Thanks?" he took a deep breath and dived underwater as Ben slapped the Ultimatrix and emerged as Amphibian.

"Miss Martian open a hatch"

"Duh" She said slapping herself in the forehead and morphing gills into her neck before diving under the water and opening a hole in the floor allowing everyone to swim to safety.

They walked onto a small grassland and watched the vines drag the ship further under the water.

Megan brushed he air from her eyes and looked over to Ben "She's in shock; she'll need time to recover" Just as she finished they were all brought to their knees by a massive headache brought on by some sort of mental attack.

Kid managed to get to his knees and look the villain in the eyes "Vertigo!"

"That's Count Vertigo to you, peasant"

Ben sent a mana disc into Vertigo's stomach knocking him backwards for a moment. Conner jumped at him but was sent to the ground by bone breaking right hook from Black Adam.

' _Miss Martian and Robin disappear and achieve the mission objective; we'll hold the rest of them off'_

The two nodded before leaping into the jungle and disappearing as ordered.

Ben slapped the Ultimatrix and transformed into Fourarms before helping Conner to his feet.

Black Adam jumped at them again but was propelled through a tree and into the mud by two of four fists from Fourarms.

Fourarms approached the fallen Adam but suddenly felt a sharp pain run through his entire body. Red electricity surged through him until it ceased and left the smoking Fourarms to catch his breath. The red electricity jumped to the ground before forming into a tiny ten inch tall battery with red eyes and a red hourglass symbol on his chest.

"Miss me, Ben 10?" the battery spoke in a fast and high-pitched voice.

"Shockingly, no." Fourarms turned around to face the alien "Let's not stand on ceremonies Albedo"

"You've increased your vocabulary, impressive. Let's show these guys something else impressive, Shall we?" the living battery slapped the hourglass symbol on his chest transforming him into a massive white humanoid with red armor and glowing red eyes. The red Ultimatrix symbol was plastered clearly on his chest.

Fourarms was slightly shocked "Okay, big guns from the top" Fourarms slapped the Ultimatrix symbol causing a bright green light to engulf the entire forest with Ben emerging as the same creature as Albedo with the only difference being the color of his eyes and Ultimatrix symbol which were both green.

" **Way Big"** the alien bellowed as he was now at eye level with Albedo. Birds flew from their perch in the tall trees as they sensed a great battle ensuing.

Way Big threw the first punch being blocked by Albedo who countered by grabbing hold of Way Big's fist and pulling him in for a devastating side kick that knocked him into the water and caused a slight earthquake from the sheer force of the attack, not to mention the enormous alien landing in one of the largest swamp's on Earth as if playing in a puddle.

" **You're good, better than I remember** " Way Big rubbed his head before standing up once again.

Conner, Aqualad, Artemis and Kid Flash were all stunned by the power of these two titans fighting above them. Vertigo and Adam were just as stunned until Vertigo realized this was a perfect opportunity as Atomic Skull arrived and evened the playing field.

Conner was struck in the back by a radiating energy blast sending him face first into the mud, Skull continued to keep him pinned with his natural energy.

Artemis noticed first and sent an arrow at Skull who paid no attention to her. The arrow was intercepted by Black Adam who caught it and allowed it to explode in his face which caused no visible damage. Adam flew over and grabbed Artemis by the neck and began to squeeze ever so slightly which slowly cut off her ability to breathe.

Kid sped over at Super Sonic speeds made sure to punch with all his force and when his fist connected with Adam's abdomen an audible cracking noise filled everyone's ears. Adam dropped Artemis to her knees and allowed her to gasp for air as Adam clutched his stomach and searched for his own source of air.

Kid fell to his knees clutching his arm and screaming in agony.

Way Big heard this and looked over to the scene as Adam collected his second wind and approached the two heroes with intent to kill.

Aqualad was battling Vertigo and holding his own but too distracted by constant mental attack to notice Kid and Artemis' situation. Conner was still fighting against Skull's radiation which no longer had him pinned.

Way Big himself was in a dead lock with Albedo as their fingers were interlocked and they pushed against each other with every bit of power the other had. Way Big collected his thoughts and lifted a foot out of the swamp water bringing moss and seaweed with him. Way Big slammed his foot into Albedo's chest sending him several hundred feet back or just a few feet relative to his size. Albedo landed on his back and watched as Way Big crouched down to get a better look at Adam who only realized Way Big was watching after seeing his entire body becoming eclipsed by the massive To'kustar's shadow. The evil wizard turned around to face his opponent.

" **Hi"**

Adam gulped audibly as Way Big leaned his fist inward towards him and extended a single finger flicking Adam out of the area and into the wall of their Headquarters nearly a quarter mile away.

" **Out of the park"**

Artemis grinned up at Way Big before becoming distressed.

"Uh you should-"

She was interrupted by Albedo tackling him away from the scene; the force of the attack was so strong that a gust of wind pulled Artemis, Kid, Vertigo, Skull and Conner off the ground and several feet away each one landing with a thud.

"Albedo you fool! Watch where you are going!" Vertigo screamed as the doppelganger pinned Way Big to the ground and began pummeling him into the water. Each hit shaking the ground and causing a slight Earthquake.

Conner looked up and saw Skull shaking his head and trying to get his balance back, Conner used this to his advantage and leaped towards the radiating villain before landing an uppercut that sent him into the air and through a mound of trees, tangling him within their vines.

Conner looked over to Artemis who had Kid's head in her lap and tried to ease the pain to the best of her ability. She shook her head and pointed over to Vertigo who had Aqualad pinned to the ground with a barrage of mental attacks. Conner leaped into the air and drop kicked Vertigo into a tree knocking him unconscious. Conner walked over casually and ripped the mind altering device from his ears and crushed it in his hands.

They all shared a look before looking up to the overwhelming giants who battled it out even now.

Way Big placed his feet on Albedo's chest who still had him pinned before pushing him off with all his strength, they landed a long distance from each other before both got to their feet.

" **It's time to end this"** Albedo spat before crossing his arms with one vertical and the other horizontal.

" **You took the words right out of my mouth"** Way Big followed Albedo's example and crossed his arms in the same way.

After several seconds of utter silence, Albedo and Way Big let loose an enormous blast of blue cosmic energy at each other. The two blasts met in the middle and once connected caused a force to rip through the jungle area and launch the unconscious villains and victorious heroes into the air hurling them through the swamp.

Way Big struggled to keep his ground as Albedo did the same, they both tried to gain the upper hand as suddenly an explosion rocked the Injustice League headquarters causing the massive plant that sprung from the top to come barreling down to the ground in a ball of fire.

Albedo went wide eyed as both of them ceased their attacks.

" **Your friends have been beaten; even** _ **you**_ **can't take us all at once by yourself"**

Albedo looked over at the burning headquarters and then back to Way Big.

" **Another time then?"** Albedo slapped the Ultimatrix symbol on his chest and was gone. He could be invisible or simply too small to be seen, either way he was gone.

Way Big sighed and stepped onto dry land before slapping his Ultimatrix and reverting back into Ben.

Poison Ivy and Joker were tied together and sat next to Black Adam, Vertigo and Atomic Skull who were all unconscious.

Ben rubbed his cheeks as he could feel the pain he had received from his fight with Albedo "Wotan escaped?" he asked approaching the others as Kid wore a sling around his neck to hold his arm, he was also supported by Artemis who smiled at him causing them both to blush.

Megan willed the Bioship from the water as it landed near them unscathed.

"Wotan left when he saw the plant getting destroyed" Robin announced looking over at the pile of beaten villains.

Ben smiled "Five out of seven isn't bad"

"So after all that, he still got away?" Conner said looking over to the enormous scorched area of swamp and tree.

Ben walked over and put a hand on Megan's shoulder who smiled at him.

"Albedo is smart, way smart, making every one of his transformations even more dangerous. But he knows when he can't win"

…

"Impressive" Vandal Savage spoke as he watched a multitude of monitors all projecting the world-wide attack of the plant creatures "The plant creatures have proven their usefulness as potential weapons, more importantly, the so called heroes believe our secret society has been revealed and crushed"

Vandal walked up to the line of people standing in front of him "With the Injustice League standing as our proxies, we are once again free to operate with impunity" Vandal turned to face the people in front of him.

Albedo stepped out from next to them and smiled "And shadows still conceal our light"

…

WoooOOOW

I simply had to use Albedo here sorry; it was unpredictable AND I LIKED IT.

I hope you guys enjoyed this chapter and we are only one chapter away from my favorite chapter of all time! (Failsafe)

I didn't want to have the fight being like _**"Way big punched Way big in the face before Way big could even see it coming"**_

So I just referred to Albedo by his name… and someone as brilliant and skilled as Albedo deserves to be a part of the light so :P for people who don't like it!

REVIEW! IM STILL HUNGRY!


	13. Humanity

Disclaimer: I don't own Ben 10 or Young Justice.

Ben and M'gaan always enjoyed spending time alone together. Just lying on the steps to the hall of Mount Justice was the most peaceful time in their lives. They didn't have to hide their relationship or pretend to be plutonic in an unconvincing manner. M'gaan could freely lay her head on her boyfriend's lap and allow her long red hair to spread out across his legs while he gently brushed his fingers through her hair with repetition. Ben felt nothing but pure bliss in these moments, he loved them with everything he had.

Ben suddenly felt hot, very hot. He was sweating from head to toe but he didn't want to get up from his position. He slowly opened his eyes as everything came into view and Ben nearly had a stroke from the sight.

Everything was on fire, even the water somehow managed to stay combusted. A fifteen foot tall silhouette with glowing red eyes stood just feet from him. He looked down to notice M'gaan was gone and with a single glance upwards he realized what had happened. The silhouette had a lifeless body in his hand, her eyes wide open with shock and fear but no life.

Ben immediately slapped his wrist but, he was still human, the Ultimatrix was gone but the green glow wasn't. It was emanating from the silhouette's wrist instead. Ben tried to summon his Mana but he couldn't manifest even a small orb let alone an attack strong enough to injure this foe.

Ben was utterly terrified; it was happening all over again, he couldn't do a thing this time. He stepped back but the creature simply stepped forwards slowly. His hands were shaking uncontrollably and his eyes began to stream tears.

From behind the figure Ben saw several others arrive, the Justice League had flown down in a line and was suddenly staring down the figure. The apparition turned and flashed a sinister grin that could put The Joker to shame.

" **You think they'll make a difference this time?"** his voice was rough and burly but far too familiar.

The figure tossed the lifeless body in his hand into the fire and turned around as the setting instantly changed.

Every single member of the League was brutally mutilated in a pile as the figure turned around once again to face Ben.

" **They. Will. Not."**

Ben fell to his knees and attempted to keep the contents of his stomach from spilling. He dry heaved several times before looking up at the scene around him, Conner, Kaldur, Artemis and Wally had arrived and were ready to avenge their elders.

"Just run! Please!"

They didn't hear him, they charged as the terrifying menace dispatched each one, one after another. After they all fell, Ben had lost all hope. He looked down at the ground in front of him and allowed tears to form a small puddle on the ground.

The alien warlord crouched down next to him and placed a single finger on Ben's chin, pulling his head up to meet his demonic red eyes.

" **I** _ **will**_ **keep my promise"**

…

Ben launched up from his position in bed, panting audibly and sweating profusely. His entire half of the bed was drenched in sweat. He felt his pulse beating rapidly and he was never so relieved to wake up from a nightmare before. He felt slight shuffling from the other side of his bed and was only slightly startled to see a random light pierce its way through the dark of the room. A lamp had been turned on suddenly allowing the other figure to be revealed.

M'gaan rubbed her eyes in the cutest way possible wearing nothing but one of Ben's black t-shirts as she reached out and grabbed Ben's hand. Once she looked into his terrified eyes she realized something was wrong.

"Another night-" she was cut off by Ben launching himself into her arms and embracing her tightly. She slowly returned his embrace by wrapping her arms around his back.

"I only wish they were nightmares" Ben separated himself from her embrace and slowly looked into her eyes. "They're mental representations of Vilgax's imagination projected into my head like telepathic communication. Until it's over I'm completely convinced it's real. That's what Veronica told me anyways."

M'gaan looked down at the bed and then back up to Ben "Do you need to talk about it? I could have my Uncle-"

"I'd rather just keep it between us; I can't have the League thinking I'm mentally unfit to lead"

M'gaan hesitated for a moment "Are you?"

"What? Of course I'm not; it's just Vilgax trying to intimidate me!"

"It sounds a lot like he's attacking your mind which can be detrimental to your health."

"Look, its two in the morning, let's just get some rest" Ben turned the light off and slammed his head down on his pillow.

M'gaan wanted to console him but settled for wrapping her arms around his waist and cuddling close to him instead.

Ben couldn't stop the flashes of dead bodies from protruding his sleep but after about an hour of restless sleep he was able to finally fall into slumber.

…

The next day, M'gaan awoken to a cold mattress and not because of the earlier sweat but from the emptiness it bore.

She slowly arose and realized it was eight in the morning but realized further it had been a very long time since anyone had been with her.

She groaned and walked into the nearby bathroom; she looked into the mirror and realized she was still wearing his shirt. The events of the previous night rushed into her head causing a wide smile to cross her face. She quickly found her underwear which was especially non-organic for the occasion and slipped them on. She removed Ben's shirt and allowed her clothes to meld over the underwear as her normal human outfit appeared.

She could only wonder what Ben was doing but knowing him, he was probably doing something stupid.

…

"This is so stupid" Ben declared as he and Veronica sat with their legs crossed on the floor of Veronica's guest room.

"You asked me to help you with Vilgax's mental attacks and meditating is a great way to strengthen your subconscious" Veronica kept her eyes closed as she continued to meditate.

"Yea but I thought you had some Anodite Mana trick that could help me not hours of wasted time"

"You woke _me_ up for this so I'd hope that the last three hours weren't wasted"

"No not at all" Ben looked around the room as the two fell into silence once again, he looked Veronica up and down as she meditated. She was completely made of energy but, all things considered, she was attractive. If Ben hadn't already met Megan and had been three years younger things may have wound up differently. One thing that caught Ben's eye was her shoulder length bright purple hair. Gwen, Sunny and Verdona all had very long hair in their Anodite form so why was she different?

"Uh Veronica?" Ben asked cutting through the silence quickly.

"What now?" Veronica asked opening one eye to pier at Ben who was oddly close to her.

"What's with your hair?" He asked touching the hair-like energy construct "The length I mean."

"Well every Anodite goes through a trauma, a sort of rite of passage, and after that their hair grows out completely and can stay like that for hundreds of years" Veronica said trying to ignore her cheeks heating up.

"Oh yea. I guess Gwen went through her _trauma_ when we fought the Highbreed" Ben sat back on his bottom and crossed his legs once again although he was still overly close to Veronica who didn't seem to mind.

Veronica stared at Ben for several seconds lost in thought, she thought about the hero he was and how she had dreamed of simply meeting him when she was younger and now here he was, in her room, all alone, with just her.

Veronica shook the thought from her head and slapped her cheeks lightly trying to regain her composure.

"So my cousin Gwen had a human skin and so did Grandma. Why don't you have one?"

"Well" Veronica put a finger to her chin and looked up as if in thought "I do have one. I just think I look better in my Anodite form plus we Anodites pride ourselves on our natural forms and only use a foreign skin as a way to blend in"

"Can I see?" Ben asked excitingly. He was curious to know what Veronica would look like as a human just like any other person would be.

Veronica blushed and stood up "Why are you so interested?"

Ben followed her and tried thinking of an actual reason, he sighed and shrugged "Humor me?"

Veronica smiled sheepishly "Fine" she allowed a slight blush to cross her face as a magenta glow wrapped around her entire body. Ben was not expecting what came next.

The glow dissipated and a young girl looking to be about eighteen years old stepped forwards wearing a magenta tank top that exposed her midriff, black jeans that came down to her ankles and white socks but no shoes. She let a hand sprawl through her black hair which sported violet highlights. She had an embarrassing amount of cleavage out along with her jeans falling short of her hips. Veronica allowed herself to fall backwards to the ground and took a position leaning her back on the side of the bed.

"What do you think?" Veronica asked innocently.

Ben was at a loss for words; he tried to put the pieces together in his head and then remembered a crucial piece of information.

"I thought you were fourteen!" he said rather loudly.

"Shh!" Veronica tackled him to the floor and placed a finger over his mouth as she held back a giggle. She took her finger away although she still had him mounted "Age can get pretty screwy when you're a Nigh-Immortal being of pure life energy. And before you ask, no I can't make myself look how ever I want, this body ages like the rest of me except when it dies I get a new one"

Ben tried to ignore the fact that he had an older, attractive girl on top of him "How old are you? How old can you get?"

Veronica slapped Ben's chest playfully "Shouldn't be asking a girl about her age, Ben Tennyson"

"That last one seemed more than appropriate" Ben crossed his arms and smiled.

"Well most Anodites can live for over half a millennia but since we can alter our age at will, who knows?"

"Seriously how old are you?!" Ben laughed shoving Veronica to the floor next to him.

She giggled and lay next to him "Last time I checked I was fourteen but with Vilgax trying to destroy my Planet, training with Verdona and trying to help the Plumbers catch that psycho… I guess I forgot"

"That has to suck, but if you want my opinion" Be looked up at the ceiling in thought "You look about my age, maybe a bit older"

"Crazy" She thought aloud "I've been using the 'I'm only fourteen' excuse for like three years"

"You don't have a birthday?" Ben turned on his side and looked into Veronica's oddly bright violet eyes that seemed to glow every time she blinked.

"Anodites don't celebrate things like Birthdays or Holidays, unless we live on another Planet that does."

"No wonder you don't know your own age" Ben became lost in thought as he stared at her; he suddenly came to a realization that made a grin flash across his face.

"I hereby declare today, October Eleventh, your Birthday!" Ben smiled and sat up as Veronica followed with a confused look.

"Is it really that simple?"

"You're a being made entirely from life energy talking to a petri dish of over a million different life forms from another Universe and you're asking me if it's simple?"

"Well, okay! How do we celebrate a Birthday here on Earth?" She asked fighting back a giggle.

"Well we'd have to invite all your friends and family" Ben put a finger on his chin "Okay lets scratch that part."

"What else?"

"Well usually we cut a cake a sing Happy Birthday"

"That sounds like an odd tradition" Veronica said trying to imagine what a Birthday song might sound like.

"Trust me, it'll be fun!" Ben grabbed Veronica by the wrist and pulled her off the floor and towards the door before she placed a hand on the door frame and forced her giggling to cease.

"Let me get dressed first silly!"

"Alright fine, I'll meet you in the hall" Ben turned and left as the door closed behind him.

Veronica placed a hand on the door and smiled as her cheeks heated up. She placed her back against the door sliding down slowly with a love struck sigh placing her hand to her chest. It was at that moment that she realized her human body wasn't wearing a bra or underwear. She rarely used that body so she usually never dressed it up for anything.

Images flashed in her head of her looking down at Ben from when she had mounted him. The blush that was already sprayed across her cheeks turned from a light scarlet to a deep tomato color.

"Oh man. Oh man. Oh man" Veronica rushed to her dresser more flustered than anything else.

…

Ben walked out of the dorm hall and into the main hall where the Holo-ring was held. Ben watched from the sidelines as M'gaan and Conner sparred and Artemis did the same with Robin. He watched them all interacting and felt happy, he had a home again. And then there was Wally who had a white cast wrapped firmly around his forearm as he had fractured it when punching Black Adam in the fight with the Injustice League. He sat in a lawn chair sipping from a fruity beverage and spoke to Captain Marvel briefly before the league member rushed to the kitchen quickly.

Ben walked forwards as Black Canary praised the heroes for their good work "Good work everyone, in fact it's been a very productive for all of you." Black Canary spotted Ben and raised an eyebrow "Care to join us in _mandatory_ training?"

Ben shook his head nonchalantly and stepped forwards "I have things to do"

"I thought you might say that so I added _mandatory_ to my sentence" Canary crossed her arms across her chest.

"I'm not feeling it today" Ben said looking at the ground trying to forget about the night previous.

M'gaan wanted to step in and say something but remembered what Ben had told her about his mental stability.

Canary shared a look with Ben and M'gaan before stepping towards Ben and calling him away from the others. Once they were a good distance from the others, Canary stared at Ben for several seconds as Ben awkwardly stared back.

"What?" Ben asked.

"I'm trying to figure out the last time you had a full night's sleep"

Ben was astounded, "How did you know that?!"

"I have degrees in sociology, psychology and psychiatry. I can tell when a teenager isn't getting enough sleep. Lay off the late night video games and," Canary looked over at M'gaan who didn't seem to notice "Extra-curricular activities with M'gaan"

"It's not any of those things" Ben eyed M'gaan before returning to Canary "Believe me, she's the only thing keeping me sane"

Canary uncrossed her arms and placed them firmly on Ben's shoulder "Care to talk about what's apparently driving you mad?"

Ben was about to confess when he spotted Veronica walking through the hall from her room. "Maybe later"

Ben walked over to the group when they all suddenly raised their guards at the teenage girl walking towards them.

Conner tensed up "You smell like… Veronica?"

The Anodite gave a mock salute "In the flesh, literally" she giggled as Ben came to her side.

"It's Veronica's Birthday and I'm taking her out for cake" Ben slung an arm around her shoulder and motioned to the group who were still eyeing Veronica's new appearance. "Anyone wanna join?"

M'gaan raised her hand in the air as Robin and Wally, who had joined the group after seeing exactly how attractive their new team member was, smiled and accepted.

"Conner?" Ben asked as the kryptonian rolled his eyes and shrugged.

" _Recognized: Zatara 11"_

Zatara stepped out with an oddly long top hat and cane as if he showed up in full uniform for some reason. As he stepped out of the teleporter, he pulled the Zeta Tubes own holo-computer up and began typing in numbers and letters.

" _Access Granted: Zatanna Zatara A03 Authorization Zatara 11"_

The teleporter revved to life again as a yellow flash of light produced a teenager wearing a school uniform and looking no older than fifteen. Her jet black hair swayed as she stepped nervously further into the Cave.

"Zatanna this is the team" Zatara said waving his cane in the group's direction.

"Hi" she spoke low and nervous "Its uh nice to meet you all"

Ben took his arm from around Veronica's neck and held it out to greet the newcomer. "Ben Tennyson, team leader"

"Hi" Zatanna laughed nervously "But I already said that" she shook his hand as he motioned to the rest of the group.

"This is M'gaan, Artemis, Robin, Conner and Veronica. Aqualad is on the team too but he's in Atlantis dealing with something about a starfish."

"Can't wait to get to know you all" Zatanna smiled as Robin began staring.

"So is uh Zatanna joining the team?" Robin asked with a hint of excitement in his voice.

"Let's not get ahead of ourselves, this is strictly a visit" Zatara replied before talking to Canary about something incoherent.

M'gaan walked over to Ben and leaned an arm on his shoulder casually _"Does anyone get the impression we're still on probation with Zatara?"_ M'gaan asked through the telepathic link with the present members of the team including Veronica.

Conner gestured to the kitchen where only he could hear the rustling of someone cooking and the smell of cheese being prepared _"Not just Zatara, I mean, why is Marvel still around?"_

Wally smiled and rubbed his cast _"Because we like having him around"_

Artemis jabbed him lightly _"You like having him around since he waits on you hand and foot"_

" _Your point is?"_

" _It almost makes me miss the whole monotone 'take care of yourselves' thing that Red Tornado used to say"_ Ben commented crossing his arms.

Veronica shrugged _"I don't see the appeal in lifeless robot tending to your basic needs"_

Ben raised an eyebrow _"You come from a race of nomads and drifters, you grew up tending to your own needs"_

" _This is true"_ Veronica responded.

" _The point is he trusted us"_ Ben finished

" _If you ignore the fact that we shouldn't have trusted him! He was a trader that almost got us all killed!"_ Conner exclaimed angrily.

Zatanna stepped forwards, "Are you guys having a psychic conversation? Cause I can't decide if that's cool or really rude."

The team had been so used to discussing things through M'gaan's telepathic links, that they had been as animated and active as they would be in a spoken conversation. Now, Zatanna and the Canary were staring at them accusingly.

Ben sighed "Alright fine, we were talking about the Reds." Ben turned to face the elders "It's been weeks since they attacked us and even Batman hasn't found them or if he has, he hasn't mentioned anything to us"

Canary shared a brief look with Zatara before turning back in the team's direction. "The League is searching for Tornado as we speak; we will find him and the other androids that invaded the cave as well as their creator, Tio Morrow"

"But you've found none of the above" Robin added.

"Not yet, Tornado is Justice League, the team is not to pursue this" Canary made herself clear.

Zatara took his hat off and looked around the room, "Maybe you could take Zatanna on a tour of the cave?" He slowed down as he searched for his daughter and somehow found her several feet away petting Wolf generously.

Captain Marvel flew in from the kitchen with a hot plate of Nachos and landed gently next to the team, "A tour sounds fun."

Ben stepped forwards, "Actually I was wondering if you could take Wolf out for some exercise."

Conner stepped in, "Yea we'll join you in a few."

Marvel nodded excitingly, "Yea of course, I can do that!" Marvel looked over to Wolf who spotted the steaming plate of cheese and ran over following him outside.

The team walked Zatanna down a hall as she caught up to Ben in the front. She was now suddenly wearing a pink spaghetti strap, white denim jeans and flip-flops.

Ben raised an eyebrow, "How did you-"

"We're not taking a tour, are we?" Zatanna asked cutting him off.

"Nope, we're finding that android" Ben replied stopping and receiving approving nods from the rest of the team.

"Wow, out loud and everything" Zatanna crossed her arms across her chest and smiled.

Artemis stepped forwards, "What about new girl?"

"I'm sure she won't tell" Robin shrugged and smiled.

Zatanna looked over at the room with her father and Canary who were still talking casually.

Ben looked at the sorceress and smiled "Ever been to the Tower of Fate?"

"Uh, that's the center most point of magic in the entire Nexus of Reality, so no I haven't _been there_ " Zatanna finished her sentence sarcastically and folder her arms again.

"Do you want to go?"

"Excuse me?"

"Do you want to go to the Tower of Fate?"

Zatanna was dumbfounded "Okay, one, are you bribing me? And two, how does someone like you get access to the Tower of Fate?"

"I lived there for a year," Ben crossed his arms proudly.

"Okay, so you're bribing me?"

"No, it just so happens that the Tower is our first stop in the search for Red Tornado and if you went with us, I could give you access to some of the best magic libraries in all of time and space"

Zatanna glanced back at her father and smiled, "You drive a hard bargain, so I'm in."

Ben smiled, "Great! Let's get going!"

"I'll prep the Bio-Ship" M'gaan announced as she floated into the air slowly.

"It'll take too long, plus I'm thinking something with a little more pizazz"

"What has more _pizazz_ than a Martian biological air-craft?" Wally asked attempting to poke fun at Ben.

"Everyone join hands"

"For the record, I'm against what you're about to do" Veronica stated grabbing Ben's right hand.

"What exactly do you plan on doing?" Conner asked as Ben's eyes flashed a bright blue.

" _Portallus Projectum"_ a blue tornado swirled around them before engulfing them completely with a flash of blue light, they were gone.

…

The Tower of Fate was quiet without Kent, of course Ben and Paradox would pop in from time to time and clean it up but, it was still the biggest place in the known Universe so, it was hard to clean to say the least.

Spite the cleaning Ben had done, a blue wind threw items across the room as it swirled and gently placed eight teenagers on the ground in front of a lite fireplace.

As the wind died down, Ben's eyes returned to normal and shut immediately. Ben's unconscious decent to the ground was delayed by M'gaan catching him midair.

Zatanna looked around and raised an eyebrow "Did he just teleport us?" she spun around quickly searching for an explanation, "Does he know magic?"

Ben sat up slowly rubbing his head and keeping his eyes shut.

"Kinda, Gwen always felt jetlagged when she teleported with three or four people, double the people, double the jetlag" Ben fell back on M'gaan's thigh and drifted into unconsciousness.

…

Ben looked around at the city, he was in New York or at least somewhere that resembled the big apple. He looked up at the skyscrapers around and saw what he thought couldn't be possible.

Two enormous figures, each with an Ultimatrix symbol flashing red and green. They were most obviously To'kustars but, they weren't average Waybigs. They're Ultimatrix symbols had spokes protruding from the sides and the symbol itself was easily the size of a house. Both figures were _Evolved_ Waybigs.

Ben suddenly noticed people running and screaming as the two massive fists collided and sent a shockwave throughout the city breaking every window for miles. Ben looked at his wrist and the Ultimatrix was intact so it wasn't another one of Vilgax's nightmares. The figure was clearly Albedo so was it a premonition? A future event? It couldn't be the past, Ben had only been to New York once and he never fought as Waybig, he wasn't even sure he had unlocked Waybig last time he was there.

The shockwave grew closer to Ben and as it hit…

…

Ben shot up from his position on the floor; he rubbed his head as he noticed he was staring directly into M'gaan's brown eyes.

"Am I still dreaming? Or did I die and go to Heaven?"

M'gaan giggled, "Neither you dork."

"How long was I out?"

M'gaan looked at a grandfather clock behind him and sighed "Almost a half an hour"

Ben sighed and chose to ignore his dream and decided that it must've been the Tower of Fate's aura causing him to hallucinate.

"Where is everybody?" Ben asked trying to stand more prominently.

"Zatanna and Veronica went to look for a library, Robin followed Zatanna like a lost puppy and Conner, Wally and Artemis went exploring in general. I elected to stay with you." M'gaan gave him a warm smile before helping him to his feet. "So you can teleport now?"

"My cousin used to do it all the time but, heavy motion sickness is a usual side effect of long distance transport." Ben rubbed his head thoroughly but couldn't get the image of two of his strongest aliens duking it out in a populated city.

M'gaan put a hand on his shoulder, "Are you ok?"

"It's a difficult spell for a half breed that doesn't have a Mana spark." Veronica announced as she approached him from the doorway. "That's why I advised against it."

"It's a lot quicker than Mach 5, I'll tell you that much" M'gaan giggled.

Ben looked around and cracked his knuckles "That's not the limit of my arsenal either" Ben pulled out a used napkin from his jean pocket and began to read the writing on it. "Yea, I'm gonna need more than this"

"More than what?" Veronica asked nudging closer to Ben.

M'gaan raised an eyebrow but shook it off and approached him as well.

Ben walked over to a large book case and scanned through the titles, "Nope."

Ben continued down the line of books before reaching the end of the book case "Nope."

Ben turned and walked over to the door before closing it in front of himself. He waited several seconds causing M'gaan and Veronica to share a look of utter confusion. Ben smiled and opened the door to reveal a massive library that spanned hundreds of feet in width while the length of the book cases seemed to be infinite or at least the ceiling couldn't be seen.

"Welcome to Kent's personal library"

Zatanna and Robin turned their heads from a book shelf to face the new comers.

"Hey Ben, M'gaan and welcome back Veronica" Robin said sarcastically.

"So you're telling me that I took a ten minute walk back to the main room when a little magic trick could have taken me there in seconds? What a rip." Veronica crossed her arms across her chest in despair of her long walk.

"Magic isn't my cup of tea but I think I'm warming up to it. I've been practicing ever sense the androids attacked. About six monthes ago, an old friend of mine brought a book of spells from my Universe and Kent stored it somewhere but I'm not too sure where."

"Zatanna might know; she's been looking in here for an hour!" Robin exclaimed causing the sorceress to blush lightly.

Ben turned around "You told me I was out for less than half an hour!"

M'gaan smiled sheepishly and shrugged "Give or take?"

Ben sighed and looked around _"Ortis"_ Ben spoke with a whisper as his eyes shun a bright blue for several seconds before returning to normal. Ben waited with his hand out as a book fell from the darkness above them and landed directly in the palm of his hand. "Aha! Gotcha!" Ben exclaimed as he held the tiny purple book with gold lining in the air victoriously.

"Wow, I never would have found that. I wonder what else I'll never find up there" Zatanna inquired looking up into the vast emptiness of the library.

"You could spend a millennia reading and you wouldn't scratch the surface, but it would definitely make you the most powerful sorceress who ever lived" Ben exclaimed as he flipped through the pages of his tiny book, "M'gaan do me a favor and contact the others" Ben smiled into the book and walked over to the door they had come through with the others following. Once they had all come through Ben shut the door behind him and walked over to the center of the room, reading the spell over and over.

Moments later, Conner, Artemis and Wally walked through the door which now led to a different room entirely.

Zatanna blinked rapidly before turning to Veronica "This place is amazing, can you imagine living here?"

"Ben can"

"Oh yea" Zatanna took a second look at the teenager trying to pronounce a spell correctly.

"Okay guys, I'm pretty sure I can find Red Tornado" Ben said closing the book quickly.

"Pretty sure? How are you supposed to find him?" Wally asked folding his arms in protest.

"Magic is another one of my many abilities and I found a spell that can locate them"

"Uhuh" Wally said in mock belief "And If I run fast enough I could travel back in time and stop Tornado from betraying us in the first place."

Robin leaned over and whispered "Can't Flash actually do that?"

"Not the point!"

" _Darkara Dorokey Aghosto"_ Ben's eyes glowed bright blue again briefly as a map made of Mana appeared before them with nothing but a small red dot blinking in the distance. "See?"

"Actually all I see is a blinking red dot, how do we know where this is?"

Veronica stepped forwards and squinted at the map before sighing "It's about a hundred meters south of Old Faithful in Yosemite National Park."

Everyone looked at her in confusion, "What?" she asked innocently "I've been to Earth before just not _this_ Earth."

"How can you read the map? There's nothing on it" Conner exclaimed.

"You have to be able to read the Mana; Ben can read it, right?" she looked over to the hero and only saw him shrug.

"I mean, I could tell it was in America" Ben said grinning sheepishly.

"So are we teleporting again?" Artemis asked "Cause I don't think we have two hours to wait for Ben to wake up this time."

Ben turned to M'gaan who looked away in guilt.

"Just how long was I out?!"

Veronica stepped forwards, "I'll do it this time"

"Are you sure you can?" Robin asked.

"I'm made of Mana, although I lack training and I'm definitely weaker than the average Anodite, a teleportation spell shouldn't be too hard to manage" Veronica stepped forwards and allowed her entire body to be wrapped in a sheet of purple Mana. When it faded she was in her Anodite form. "It would probably knock the wind out of me for a while if I stayed in my human form though."

After accepting they all joined hands once again as Veronica spoke the magic words which echoed throughout the Tower.

…

A purple flash erupted from the trees surrounding the famous geyser, Old Faithful. Ben looked over to the team as they all focused their attention on him, _"Stealth mode, we don't want to be caught trespassing or worse by three elemental androids"_ a loud crunch of metal interrupted his thoughts as the group split to see Conner holding a security camera in the far left corner. Ben sighed both internally and externally. _"Never mind, they know we're here."_

…

They ran past Old Faithful and as they did so they were cut off by a large cyclone in their path. In fact, they were surrounded by a wall of cyclones.

The center cyclone had a figure protruding from the top, Red Tornado with his arms crossed in disapproval.

M'gaan stepped up, fighting back the winds, "Why Tornado? Why are you doing this?"

She received no response as the entire group caught what was carved into the ground by the ferocious wind. M'gaan's eyes grew wide as she looked over to the others and nodded _"Message received?"_

They nodded in response and grew angry; Conner spoke up first "Who cares why? Smash him!"

Superboy leaped into the air fist first towards Red Tornado who simply leaned his head to the side evading the attack and landing a bone crushing punch into the half Kryptonian's abdomen sending him into the ground.

Ben sighed and dialed up an alien before slamming the symbol down and allowing his DNA to be rewritten. The glow faded revealing a tiger like beast in his place.

"Let me tell you something Red Tornado! Rath doesn't like being betrayed by a trader like you!" Rath launched himself at the android who responded by catching the tiger-alien by the neck and slamming him into M'gaan who had come from behind for a sneak attack but obviously failed. As they both fell to the ground, M'gaan realized their decreasing altitude and grabbed Rath by the arms before levitating them both into the air.

"I could have handled that! Nobody can beat Rath not even gravity!" Rath pulled himself from M'gaan's grip and landed on the ground with a roll. He looked up at Red Tornado as he caught several projectiles from Robin and Artemis. "This guy isn't so tough" Rath ran towards the android before being blown into the air by a tornado and then dropped from a hundred feet up but only before being intercepted by a hammer fist from Red Tornado that caused an audible cracking noise to come from Rath's sternum. Rath's landing caused a slightly impressive crater and after several seconds of watching, a bright green glow emerged from the hole revealing Ben's defeat.

Veronica's face contorted to one of anger as she let loose several Mana projectiles that had no effect on Red Tornado. The android summoned two tornados on either side of the Anodite and slammed them into each other, and in-turn her, with enough force to rip a building to pieces. This action also knocked her unconscious.

After several minutes of fighting, Red Tornado had defeated every member of the team, save for one sorceress who attempted to chant a spell of some sort but failed when the air was ripped from her lungs, also ripping away her consciousness.

The wall of tornados faded leaving only the one that supported the Aerokinetic android's flight.

A metal clapping sound emerged causing Red Tornado to turn around and face the source of the noise. An android similar to Red Tornado but slightly buffer and more built with at least six inches difference in height and yellow highlights running across his exterior. A volcano symbol was evident on his chest and glowed along with the rest of his highlights.

"Quite a performance brother," the android stated as he raised himself to eye level with Tornado on a pillar made of stone, "but we both know that's all it was" the android ceased his applauding and motioned to a slab of concrete with the words 'Play Dead' carved into it.

"I have all your memories and a next gen processor. I know your moves before you make them." Red Volcano, as he was now dubbed, opened his palms causing the slab of concrete with the message carved in to lift off the ground and towards himself. "Blowing a message into the sand?" Red Volcano launched the slab, which had begun to break apart, towards the team who were all getting up from their fake unconsciousness. They dodged the rubble as Red Tornado took flight in the opposite direction.

Zatanna spoke up "Red Tornado's getting away!"

"Is he abandoning us?" Artemis asked as she pulled an arrow back on her bow and aimed it at Red Volcano.

"I don't believe that!" M'gaan and Ben stated in unison before sharing a heart-felt look. Volcano scoffed and lifted more rubble into the air.

"Human's and their pathetic emotions, raised body temperatures, heartbeat irregularities, increase in perspiration? Tsk… you two are in 'love'. Never has there been a more insipid concept."

The team looked at them accusingly for only a moment before dodging between more rubble.

"And the rest of the rescue-squad doesn't know? Please help me to understand what makes humans the dominant species on this planet?" Red Volcano scoffed a second time before ripping more rubble from the ground beneath his pillar.

"Let me give you a lesson." Ben slapped his Ultimatrix and emerged as Armadrillo before slamming his fists on the ground and breaking apart the pillar Volcano was standing on.

"Shifting a little Earth makes you superior to a being such as myself? I could shift rocks when I was still a calculator you feeble minded meatbag" Volcano landed on his feet and created a twenty foot tall arm from stone that slammed down on Armadrillo.

Veronica revealed her Anodite form and created restraints from Mana that bound Volcano to his own legs. "Energy constructs? I'm surprised you think I wasn't built to defeat a Green Lantern! In comparison, you aren't much." Volcano pulled lightly on his restraints and broke them effortlessly. Veronica sent Mana bullets at the android who just allowed them to bounce off of his skin.

Red Volcano backed her into a corner before he whirled around quickly to catch an arrow just before it hit his face. "I have all of Tornado's memories and Tornado had filled away all of your moves and skills in a neat and orderly fashion so that it would be easier for me to wipe you all out. Despite his double crossing, things still worked out." The arrow detonated in his face with no affect to his exterior.

Robin jumped from behind and landed a kick to his face before planting a small C-4 device on his neck, the boy wonder jumped off the android and grabbed Veronica by the waist before pulling her to the ground. The explosion was slightly impressive but the android walked out without so much as a scratch.

"My exoskeleton is milestones ahead of steel in terms of durability, a C-4 charge is a like a hot day to me." Volcano grabbed them both by the neck and tossed them into Artemis who was about to fire an arrow.

Conner stood to his feet and wiped the blood from his chin, he had heard of Tornado apparently being a double agent but that didn't make the androids punch any weaker. Conner struggled to his feet and looked towards Volcano who didn't even glance at him. Conner leaped into the air and landed less than two feet from the android before delivering an uppercut with all his strength, dust in their immediate surroundings shifted slightly as the strike held enough force to blow a breeze throughout the area.

Volcano turned his head down and looked at Conner who's fist was still connected to his jaw. "Pathetic, if you are half as strong as Superman than I don't think I'll have any issues beating the entire Justice League to a pulp." Volcano drove his fist into Conner's abdomen faster than even his super-vision could track.

The clone flew through the air and landed on the ground fifty or more feet away from the battle field. Conner attempted to stand but fell to his knees, he had never been hit so hard before; even Blockbuster and Mammoth hadn't been this strong.

Zatanna watched on in horror as all of her new friends were dispatched without effort.

"I know all of your moves children, even the Justice League couldn't beat me now"

" _Eci htiw mih tsalb"_ Suddenly a blast of ice bombarded Volcano in the chest as he crossed his arms to block the attack.

"Who could have-?" Volcano set his eyes on Zatanna who glared at him with a coy smile.

"Tornado never knew my moves," she laughed as she closed her eyes to focus. "Eht tfil-," Zatanna was interrupted by the ground beneath her shaking rapidly and uncontrollably. Just as the Earth opened up and swallowed her into giant crevasse, Robin leaped after her and wrapped his arms around her waist before shooting a grappling hook to the top of the now closing canyon. They made it out with just seconds to spare.

"You ok?"

"Been better, look out!" Zatanna pulled Robin by the wrist as they dodged more debris.

M'gaan floated towards the hand that had Armadrillo pinned to the ground and broke it apart with telekinesis.

"Thanks babe." A bright glow brought Ben back to the battle field.

"Don't thank me yet, do you have any transformations that could stop this guy?"

"I think Way Big is a little over kill for this guy but, he is a machine." Ben dialed up an alien and slammed the faceplate.

…

"Absolutely pathetic, once I'm done here, I'll make my way to the watchtower using Red Tornado's entrance codes and-" Volcano was interrupted by someone from behind him.

"Destroy the Justice League blah blah blah, we get it already!" the voice was metallic and almost artificial. The source of the voice was an odd creature with a body made of some brown substance with yellow markings crossing over it; it had spiked shoulders and claws for hands. Its most obvious feature was its metallic head floating in between its shoulder blades.

"And what exactly are you supposed to be?"

"Load Star and for your information, Red Tornado never met all of my aliens."

"No he didn't but he did receive a copy of the list of abilities and aliens you possess directly from Batman."

Load Star paused before folding his arms "That ruins all the fun of your reaction when I do this!" the alien reached its arms out and sent a wave of energy over to Red Volcano who didn't even cringe.

"Is there a problem shape-shifter?"

"You aren't made of metal are you?"

"My entire body is made of a space age polymer; the amount of metal on me is so miniscule you'll never be able to manipulate it."

"Oh wont I?" Load Star ceased his attack and slammed the dial on his chest causing four spokes to pop out from the sides and a wave of green energy to cross his entire body.

The being that was left looked very similar to Load Star except his shoulder blades had extended around his floating head to create a complete circular form, orbiting around his tin skull were three small orbs of metal and his claws now resembled magnets.

"Ultimate Load Star! Yea, this is a thing now!" the evolved Biosovortian reached his magnet arm out casually and yawned audibly as Red Volcano lifted off the ground and flew towards the alien hero's grasp. Just before he reached his destination however, Load Star put his foot up and allowed his pull on Volcano to cease mere inches from the alien's foot causing the android slam into his foot and then into the ground as Load Star brought his foot down pinning him down.

Load Star pulled an arm off of Red Volcano and reached for the other when a boulder slammed into him and pushed him away. Load Star separated his hands ripping the boulder to pieces.

"This can't happen! I won't allow it!" Volcano shot a blast of red energy into the sky from his eyes and just as Load Star ripped the android to pieces, an enormous amount of lava spewed from the head of a volcano several hundred feet away.

"Uh oh" Load Star mumbled as the others gathered around him.

Red Volcano attempted to move but was sadly just a torso and a head at the moment. "I'll make sure father's wishes at least partially come to fruition" the android mumbled with his last words. The androids eyes shun bright red a second time causing a plume of smoke to burst from the super volcano.

Load Star crushed the androids head by stepping on it before slamming the Ultimatrix symbol and reverting back into Ben.

"What do we do? How do we stop it?" Ben exclaimed grabbing Wally by the shoulders.

"We're on the verge of a stage three super volcano eruption; we need to vent pressure fast!" Wally separated himself from Ben's grasp and lowered his goggled before activating their scanning feature. He rushed over to Artemis and came from behind her, taking his goggles off.

"What are you-" she asked slightly blushing as he slid his goggles over her eyes.

"Aim and fire!" Wally sped over to Ben "We need an alien with wind powers, someone who can fly into the upper atmosphere and divert the smoke into space, otherwise its worldwide nuclear winter for the next century!"

"I don't have an alien like that, Terra Spin doesn't have even close to that kind of power and he's my only wind guy!"

Ben began to panic as his heart rate sped up, he couldn't lose everything he cared about to a natural disaster.

Veronica sighed and walked over to Ben. "If this is your best shot than Vilgax is gonna walk all over you." She stated it bluntly and calmly while poking him in the chest.

Ben stood silent for several seconds as the group stared at her in surprise and shock. That was a very sensitive subject for Ben and he always tensed up when someone mentioned his name let alone saying that Vilgax would beat Ben again.

Ben's mental psyche snapped. A blue light engulfed the entire area as Ben's body was lifted into the air slowly. The light became brighter as his outer appearance disappeared leaving a black and blue humanoid form with a flaming blue head. His entire skull surged with energy and his eyes became large and completely blue. His altitude grew as he began floating upwards faster and faster. Once he was hundreds of feet above the volcano, he raised his arms above the smoke.

The entire team watched in awe as Ben's power grew by the second.

" **Tur-Bo!"** Ben's voice boomed throughout the area so loud it caused the team to cover their ears briefly. Simply speaking these words caused a massive wave of blue energy to spread across the horizon in all directions.

A magnificent vortex appeared around the smoke as it began forming a cyclone of blue wind, funneling the smoke into space where it slowly dissipated from lack of oxygen.

The cyclone continued to spin until there was no smoke left, than the blue cyclone disappeared and Ben's body returned to normal. His decent to the ground began as he slipped into unconsciousness.

"Maybe someone should catch him."

M'gaan smiled as she floated into the air and intercepted her boyfriend's fall, catching him in her arms bridle style.

…

 **Several hours later**

Ben slowly opened his to find that his head hurt more than it ever had before, he rubbed his temples and absorbed his surroundings. He was in his room and it was dark, he didn't remember how he'd gotten there but he did remember what caused him to fall unconscious.

He tried summoning mana and could barely manage a small orb before he felt his head spinning. Ben fell back on his pillow and felt besides him, he was alone in bed. M'gaan must've decided that today wasn't the best day for 'fun'. He didn't think he was up for it either but as memories of the day began rushing in remembered a single crucial detail.

"Crap"

…

Veronica sat on the beach that bordered their Mountain HQ and stared out into the dark ocean that had no illumination besides the moons subtle reflection on the water. She brought her knees up to her chest and hugged the tightly before resting her chin on them softly. She sighed audibly as she thought today would be very different than it had turned out.

She was slightly startled by the sound of sand rustling behind her, she immediately felt who it was and smiled slightly.

"Ben? You shouldn't be up!"

Ben walked up next to her and sat down on the sand beside her.

"I need someone to catch me up"

She smiled and sighed "Well, it turns out Red Tornado was trying to convince the other androids to help him beat Red Volcano when we arrived and told him what you had done. He agreed to come with us and the other androids asked to be shut off as life was just a _'cruel joke they didn't understand'_ or something like that so Tornado did exactly what they asked."

Ben smiled, "So everything worked out?"

"Yup."

"Then I guess now is a good time to give you this." Ben pulled from behind his back a red velvet cupcake with white frosting swirled on top, a small blue candle protruding from the tip.

"Wait for me?"

"Happy Birthday Veronica"

She hugged him tightly doing her best not to knock the cupcake over. "Thank you so much."

"Don't mention it" Ben smiled "Seriously, it's Wally's desert from last night and he doesn't know I took it so don't mention it to him."

"Deal" Veronica giggled and grabbed the cupcake from his hand; maybe today wasn't so bad after all.

…

Sorry this took so long guys but it's been hectic this last month, school is a few days away and my sister is moving out for college so we have to pack up her room and stuff.

I hope you enjoyed and I took Ultimate Load Star's appearance from a Ben 10 Fanfiction site, just google it and it's the first image.

If you didn't notice, my Vengeance or Justice story has been deleted. This was because it wasn't doing well at all and I feel that it was getting far too complicated and simply too lazy. I want to reboot it with End of Shippuden Sasuke instead and it would have things like the Rinnegan, Sasuke knowing the Rasenshuriken and other moves. The quality would be much better and I need your opinion. Would you like to see Sasuke from Naruto join Young Justice? Review your opinion and maybe even some ideas. Thanks guys and btw…

REVIEWS FEED MY HUNGER! AND. I'M. STARVING!


	14. Amalgam

Disclaimer: I don't own Ben 10 or Young Justice.

 **The Amalgam**

"Illuminatus!" Ben exclaimed as he held his hands out in front of him expecting something to happen but finding no result. "Illuminatus!" The same expectation along with the same result.

"You've been doing that for ten minutes, try something easier already," Veronica propped her chin up on her hands as she leaned against the wall of the cave. Ben was in the center of the holo-ring trying to produce mana. It had been a week since Ben had gone full Anodite for the first time as to stop the world ending catastrophe but he only recently began his training again, with Veronica as his Mana specialist.

"A small orb of Mana used to illuminate the room is the simplest spell in my cousin's book! She mastered it when she was eleven," Ben sighed and put his hands up once again, "Illuminatus damn it!"

"You know the definition of insanity is repeating the same action and expecting a different result."

"Then you're pretty insane to think I'd give up so easily, Illuminatus!"

"Maybe you used up all of your Mana when you stopped the volcano," Veronica suggested as she stood to her feet and walked over to Ben.

"Mana is life energy and I'm alive so, I can't be out," Ben placed a finger to his chin and looked up at the ceiling, "Can I?"

"Well, sure you can." Veronica walked up to Ben until she was standing face to face with him, "Mana is our life force energy and when you have the 'spark' it means you were born with a natural talent for manipulating and even producing Mana; however, if you weren't born with the spark, than you have to rely on the Mana inside of you until you master controlling the Mana around you." Veronica floated into the air and crossed her legs above Ben, "We pure breeds don't have to worry about any of that," She stuck her tongue at him playfully as she floated around him.

Ben scoffed and turned around, "You think I'll ever be able to use Mana again?"

Veronica noted his seriousness and floated to the ground in front of him, "Of course, it just takes time to-"

"I don't have time!"

Ben's outburst caught Veronica by surprise causing her to step back.

"I'm sorry, I'm under so much stress right now with Albedo and Vilgax and M'gaan-" Ben had an epiphany at that moment.

"Ben?"

Veronica waved a hand in front of his face but she was given no response, he then realized herself what had happened.

"You forgot about your date, didn't you?" Veronica smirked as Ben nodded slowly.

"Well, if you XLR8 through getting ready and buying flowers, you might just make it."

"The lunch is at two and it's already one-thirty. I'll never make it!" Ben began to show emotion as he panicked further.

"Not with that attitude!" Veronica grabbed Ben's wrist and dialed up XLR8's hologram display. "Remember, keep a positive attitude and don't give up at the first sign of trouble, you're better than that!" She slapped the dial and shielded her eyes from the light. XLR8 appeared and gave a mock salute before speeding away. As he sped through the city looking for a decent flower shop, he began reassuring himself. "Just think positive, it's a Wednesday for crying out loud! What kind of danger happens on a Wednesday?"

…

 **LexCorp Tower; Metropolis**

"Ladies and Gentlemen may I have your attention?" Lex Luthor called out to his associates in a rather dark room with a long table and many chairs lines up along its rim.

"Cut to the chase Luthor, why did you call us and demand we meet in person?" Albedo asked from the back of the desk.

"Spite his rudeness, I think that would be the question on everyone's mind," Vandal Savage added as he folded his hands on the desk.

"I've called you here to show you, Project: Ten." Lex stepped aside and revealed a projection of Ben Tennyson. "Spite Albedo's refusal to allow us near his Ultimatrix, the project continued as planned." The slide switched to a lady bug like device, "Tiny micro-bots were dispatched from Cadmus headquarters to follow Ben Tennyson's every move. Unfortunately these micro-bots are far too small to fit optical sensors or GPS in however; their main purpose was still fulfilled."

Queen Bee sighed, "Try being less cryptic and get to the point would you?"

"I've extracted DNA samples from every creature that Ben has transformed into."

All of their expressions turned from boredom to excitement with the flick of a switch, "Excellent!" Black Manta declared as he banged his fists on the table, "We can reverse engineer these creatures and create an army to-"

"Not so fast, there were complications…"

…

XLR8 arrived at his door and quickly entered the room before transforming back into himself.

He rushed to the bathroom and grabbed the deodorant before noticing something highly nostalgic in his peripheral. His tattered green jacket, it was torn and singed but he had kept it as a memento for his past life. Suddenly a burst of realization dropped over him like a hammer. He had grown out of it, he no longer reached for it when leaving a room and he hadn't even notice it the past few monthes at all.

Ben sighed and looked in the mirror, he hardly recognized himself. He was taller, nearly five foot eleven, and he was even starting show some stubble on his chin. Ben smiled, he had seen two future versions of himself and he was never disappointed, he was starting to look more and more like those alternate counterparts every day. He decided that he needed to move on and letting a tear shed every time he looked at the jacket wasn't going to help.

Ben grabbed the jacket and stuffed it into the small aluminum trash can under the sink.

"Ben ten thousand here I come," Ben slammed the Ultimatrix transforming back into XLR8. He moved so quickly that the entire room was enveloped in a brief tornado. When it subsided and Ben had transformed back, he was wearing his average black T-shirt except it now had a grey stripe running down the middle and extending into the collar. "Now all I need is the hover board," Ben joked as he prepped himself for his date which he just remembered he was running late for.

Ben rushed out of the room and towards the exit, passing Veronica on the way out.

"Good luck," she called out as he ran into the teleporters and vanished in a flash of yellow light.

…

"What complications?" Queen Bee questioned as her tone sounded dangerously calm.

Lex smiled slightly, "The DNA of these creatures can't be spliced so easily. The plan was to take as many samples as we can and then combine them into one being however, the massive alien from the Injustice League ' _debacle'_ had skin far too dense to even take a sample. This is only the tip of the iceberg as further study proved that these DNA samples weren't at all compatible with each other," Lex turned to the room filled with villains, "We need a conduit, someone who can absorb the energy naturally into his or her body."

Ra's al Ghul whom had been silent the entire time spoke up, "So what you're telling us is that you failed and miscalculated?"

"With all due respect, Ra's, I don't miscalculate and I certainly don't fail."

"Superman would beg to differ," Ra's stated casually as if it wasn't a huge offence. Ra's was calm until he felt a metal barrel pointed to the back of his head.

"Mercy," Lex stated as the female android snarled before lowering her weaponized arm to her side.

"I would advise you to keep you're _bitch_ on her leash," Ra's stated as he stood to his feet.

Lex raised a brow and Mercy lost it, she turned around and fired a single shot that would have vaporized most people, Ra's Al Ghul is _not_ most people.

With a single motion, Ra's ducked under the blast, grabbed Mercy's rifle arm before twisting it and sliding behind her. He effortlessly pulled her arm up behind her back causing the android to grunt.

Several of Luther's armed guards ran into the room and pointed their guns at Ra's who didn't even notice them. Queen Bee's men pointed their weapons at Luther's men while Lex himself simply closed his eyes and sighed.

Vandal slammed his fists on the stainless steel table which left a huge dent before he stood coming to eye level with everyone.

"I've lived a rather long life," Vandal started, "I've seen groups of powerful monarchs come and go; I have more experience than any other person on the planet and must stress that we cannot complete our goals if infighting is our only focus!" When Vandal Savage even raised his voice slightly it was menacing. When he yelled? A forceful silence was brought into the room as even the most dangerous man on Earth sighed and released his grip on the female android.

Ra's sighed, "Vandal is correct, if this is to work, than we must work as a team or the Justice League will simply pick us apart."

All the weapons in the room lowered slowly one after the other.

Ra's sat in his seat and cleared his throat, "I apologize for my rudeness; please continue."

Lex smiled "Thank You, Ra's, we simply need someone with the ability to absorb energy into his body, someone who can absorb large portions of power at once. Then if we control this person, we have our weapon."

Black Manta spoke up, "Does such a person even exist?"

Vandal smiled, "As a matter of fact…"

…

LexCorp was a busy place, people walked through the lobby of the main building constantly. The hustle and bustle of city folk getting from point A to point B was exhausting to even watch, it was also the perfect cover.

A man walked through the main revolving door of Lex towers. He was dressed in a brown overcoat and a brown fedora, the rest of his body was covered by some sort of purple suit.

He walked to the front desk and rang the bell and he was immediately greeted by a smiling secretary who was way too happy for the type of job she had.

"Good Afternoon, how may I help you sir?"

"Joshua Allen here to see Lex Luthor," The man had a raspy voice; he sounded weak and deprived of nutrition.

"I'm sorry sir, Mr. Luthor is in a very important business meeting and-" the secretary was interrupted by her front desk phone ringing. "Hold on just a moment sir," she answered the phone and immediately darted her eyes up at the man in front of her, she smiled slightly and hung the phone up without another word.

"Right this way sir," the woman stood to her feet and walked casually over to an elevator beyond the front desk. Joshua followed her inside as she took an I.D card from her jacked pocked and swiped it in the elevator floor selection. She pressed numerous buttons which Joshua frankly didn't care about before the elevator began moving down instead of up.

As the elevator moved further and further down, the floor counter got to twenty before opening up and revealing a laboratory of sorts. Test tubes and weird machines the use of which Joshua may never know. One machine stood out though, a large man sized pod with green vials protruding from the top.

"This is your stop, have a nice day."

Joshua peered through the room with narrow eyes; there were many ominous machines in the room. Suddenly Lex Luthor walked through the room meeting Joshua and extending a greeting hand.

"Nice to see you again, Parasite," Parasite extended his hand and shook Luthor's.

"If I didn't owe you, I wouldn't be here. Let's get on with it." Parasite removed the trench coat and hat to reveal a muscular build with an even darker shade of purple running through his body resembling veins.

"Of course, you see this is actually benefitting both of us. I get the results of the tests and you get more power than you could ever dream of." Lex smiled and guided him to a large pod in the center of the room. "Just step in and we can begin," Lex pressed a short combination of buttons on the machine causing the door to swing open automatically.

Parasite shrugged and stepped in the pod allowing it to close behind him. Lex pressed another combination of buttons on the panel and a metal clamp sealed the door shut.

"What's the window for?" Parasite jabbed his thumb behind him with a one-way mirror.

"Ah, so you could tell then? A few of my head scientists agreed to watch the procedure. Don't pay it any mind," Lex smiled and began typing on a computer juxtaposed to the pod.

"You'd better not be screwing me Luthor," Parasite exclaimed as his bod was filled with gas.

"Don't worry, you were screwed the moment you walked in the door."

Parasite began screaming in agony as a flash of electricity filtered through the pod, super charging the gases. Suddenly, Parasite's right arm became engulfed in turquoise diamond crystals, his left arm morphing into burning rock. His palms opened up to reveal a small hole in each hand, his two eyes warped and split into four separate ones. He grew to nine feet tall as giant moth-like wings sprouted from his back and extended feeling the same excruciating pain that surged through his entire body.

As the electricity died down so did Parasites screaming. As the smoke cleared in the pod, the creature before them held his head in pain. The pod scanned him repeatedly as he caught his breath.

The pod ejected a robotic hand that extended and placed a collar like device around Parasites neck. The device hummed to life as a red dot signified it was operational.

Luthor opened the pod and examined the creature himself. "Magnificent, from the small samples of DNA I've gathered I've successfully created a perfect weapon!"

The window opened dramatically revealing The Light watching in awe, all except for Albedo who was simply reminded of Kevin.

"You have out done yourself Luthor," Black Manta announced, "With this creature on our side, I don't see how the Justice League can beat us."

"Let's test the theory, shall we?" Vandal asked motioning to Luthor.

"What was that?"

"If this creature can defeat the donor of its own power than I will consider this project a success, if not, the project will go back to formula." Savage turned around and walked out followed by the other members of The Light.

Luthor growled, "I'll show them all what my scientific prowess is capable of."

…

Ben flew in as Ghostfreak and landed in the empty bathroom of a restaurant in downtown Happy Harbor. As he slapped the symbol on his chest he reverted back to his human form. He glanced in the mirror and slicked his hair back to match his buzzkill future counterpart, despite his lack of enjoyment as a hero, that version of Ben looked downright badass.

He stepped out of the bathroom and peered through the restaurant before he spotted M'gaan in her Caucasian disguise, instead of the uniform she usually wore to school, she actually wore a milky white dress extending past her knees. She looked bored and irritated as the waiter served her another glass of water.

Ben casually walked over to the table and sat down trying to come up with a viable excuse as to why he was so late.

"I'm just going to wait for your excuses so don't count on me to start a conversation." M'gaan placed her hand on her cheek and gave Ben a bored look.

"Well, you see there was traffic," Ben smiled as M'gaan did the same.

"You do realize you just came out of the bathroom, right?"

Ben looked back at where he exited from and realized that it was in fact a bathroom. "Well, funny story about that-"

"Just tell me you were training with Veronica and that's why you were twenty minutes late. I'm not mad at you," M'gaan reached a hand out and gripped Ben's.

"How could you not be mad at me for being late for our first date?"

"You have an evil alien warlord who was responsible for the death of thousands including your family coming for you; of course I'm not mad at you for training so hard that you forgot about our date. I'm honestly glad that you showed up in the first place!"

"You're the best girlfriend ever," Ben smiled and leaned in as M'gaan did the same. Ben was about to close their distance when the table began shaking.

"Please tell me somethings not about to ruin our date," M'gaan practically begged the Universe for some dumb luck.

"Wish I could," Ben got up and ran towards the exit and the sight before him was appalling. A beast was spewing flames across the street destroying cars, buildings and most importantly people.

Ben immediately attempted to form Mana but failed; his outstretched arm didn't even glow. Ben sighed and reached for his Ultimatrix before dialing up an alien, Ben looked at the hologram and sighed, "Why not?"

A green flash of light erupted causing the bystanders to shield their eyes and catching the creatures attention. When the glow faded, a wolf-like creature standing on its hind legs and sporting a white and black suit growled at the villain. "Blitzwolfer is a classic but, he brings up some unpleasant memories."

The creature faced him and motioned to open its mouth but instead, a highly filtered and edited voice came through the collar on his neck. "Let the test begin," the creature abandoned hesitation and let loose a barrage of diamond shards at Blitzwolfer who dodged accordingly. A few shards of diamond stopped mid-air inches from a small boy's face. Miss Martian floated from above in full costume as the diamonds fell to the ground harmlessly.

"Where's your mom sweetie?"

"I dunno," Miss Martian groaned and picked the boy up before floating away dodging a blast of fire in the process.

"That was too close!" Miss Martian set the boy down in front of a worried woman looking anxiously around the sidewalks.

"Is this your boy ma'am?"

"Oh my goodness yes! Thank you so much! How can I repay you?" the mother reached for her wallet causing M'gaan to laugh hysterically.

"I'm a hero so it's all in a day's work." M'gaan floated upwards and swore she heard the mother speak for just a couple of seconds, " _god bless you._ "

Blitzwolfer back flipped out of the way of a few diamond shards before allowing his mouth to split into four different parts, unleashing a sonic attack in the form of green waves.

The attack shattered windows and blew the creature onto its back.

Blitzwolfer jumped to ground in front of the creature and placed a foot on his chest. "What is this thing huh? Some sort of robot?"

The same automated voice filtered through the collar, "Not a robot, an experiment, one I put together myself. This collar allows me to control the beast."

"Yea, cause that's _so_ original right?"

"I'm aware of the cliché, however; this creature has the strength and speed of your best transformations so I overlook the redundancies."

"Got a name for this… thing?"

"I was thinking something along the lines of, Amalgam!"

"Heh, I get it cause Amalgam means mix or blend and this is clearly my aliens fused into one. Totally never seen this before by the way, bravo," Blitzwolfer clapped sarcastically as M'gaan floated down next to him.

"Figured this out yet, we still have to finish our date."

"Yea, I know… and no I haven't figured this out yet. This guy is being so cryptic; I hate it when the villain is like this."

"Oh don't be a baby," M'gaan pet the wolf alien behind the ear causing him to lift his other leg in enjoyment.

Amalgam noticed this and took advantage by sweeping Blitzwolfer off his feet and using his diamond fist to smash the wolf's head into the concrete. M'gaan turned to react but stopped when she noticed a ball of flame open in Amalgam's hand.

"Don't like the warmth? Here have some more." Amalgam pushed M'gaan to the floor and created a circle of fire around her causing her to fall to her knees.

Amalgam reeled back as he was hit in the jaw by a furry uppercut. Blitzwolfer immediately turned to M'gaan but was caught by vines wrapping around his waist curtesy of Swampfire. The vines extended from Amalgam's knuckles.

"I'm not through with you just yet, hero," Amalgam yanked Blitzwolfer towards him before throwing a right cross that knocked him away and into the street.

Blitzwolfer slapped the Ultimatrix symbol on his chest and allowed XLR8 to take his place.

"Dude, why are you attacking me? What did I do to you?"

"You didn't have to do anything, boy; I'm going to kill you to prove my own strength!" a diamond sword formed in Amalgam's hand. Amalgam shot forwards faster than one might have thought. The creature swung at XLR8 expertly but the Kineceleran narrowly dodged every slash.

"You're almost as fast as I am! _Almost_!" XLR8 dashed away and ran past the circle of flames so fast it put the fire out. He then appeared on the roof of the restaurant swinging his feet off the edge like a child, pointing and laughing at his would-be foe.

"You may have my powers, but you don't know how to use them! This is like the third time this has happened and now I know that changing universes doesn't change stupid villains," XLR8 chuckled at his own joke as M'gaan stood to her feet slowly.

Amalgam grunted with anger, "You want to see how well I wield this power? Fine!" the creature let loose a wave of sonic energy from his mouth, much like EchoEcho, which caused XLR8 to cover his ears and shut his eyes in pain. Amalgam shot a pulse of water that knocked XLR8 to the ground in front of him, the beast followed up by breathing a cloud of cool air towards the now soaked hero freezing everything except one arm and his head.

Amalgam smiled and let a green spark of electricity flow through his fingers.

"Gulp," XLR8 said as he closed his eyes and waited for the electricity to shoot up his spine but, it never came.

A giant slab of asphalt slammed into the creature and sent it onto its back. M'gaan smiled at XLR8 who smiled back before super speed chipping away at the ice at his chest until the Ultimatrix was visible again.

"Maybe XLR8 is too slow a character for you? Maybe someone faster? Perhaps _ultimately_ faster than anyone?" XLR8 chuckled again as M'gaan shot him a glare.

"You said he was the one being cryptic, just transform already!"

"Heh, sorry babe," XLR8 slapped the symbol and initiated the evolution, the green wave spread across his entire body which was still encased mostly in ice. XLR8 looked sleeker and smoother, his blue skin was now red and his black armor was now pearl white. He had grown a couple inches but, his most notable feature was his tail was missing completely.

"Ultimate XLR8!" the evolved alien shoted over the green glow around him.

"How do you expect to do anything from in there?" Amalgam chuckled.

"I'm not in there," Amalgam's eyes widened as he turned around and saw XLR8 leaning against a light pole. He rubbed his four eyes and turned back around to where an empty ice sculpture stood.

"When? How?" Amalgam looked between XLR8 and the ice over and over; he hadn't even seen a thing.

"I vibrated my molecules and escaped while you weren't looking, you see I'm a lot faster now. In fact, if I had to put a number on it, I'd say I'm capable of moving at 10% the speed of light!"

"Impossible you can't be that fast! You were barely moving at Mach five earlier!"

"Things change moron," XLR8 completely disappeared from sight leaving an astounded Amalgam to search for him. He looked around until he felt a tap on his shoulder, Amalgam immediately swung in that direction attempting to hit who ever had touched him but, was further astounded when he found no one there. Another tap on his shoulder sent him spinning once again for the source.

"Don't play games with me boy!"

"Who's playing?" suddenly XLR8 appeared before Amalgam.

"Just stay put hero," Amalgam raised his diamond hand and sent a wave of rainbow energy at XLR8 who didn't seem to dodge; the attack simply went right through him. "A hologram?"

"Not a hologram, I'm moving too fast for your tiny brain to comprehend, so it appears to you that the attack goes right through me," XLR8 chuckled once more before speeding towards Amalgam and effortlessly knocking him skidding across the asphalt. "Had enough?"

"Oh I think this test has gone on more than long enough," Amalgam began screaming in pain as his body morphed and shifted until he was just a purple humanoid again, Parasite fell to the ground as XLR8 approached him.

"You think you've won but in reality, you've only helped me. And soon you, like all things, will serve the light!" the collar short circuited and fell to pieces.

XLR8 slapped the Ultimatrix symbol twice reverting him back to normal.

"This day was a disaster," Ben sighed and moved towards M'gaan as the meta-human police arrived and began cuffing Parasite and placing a collar around his neck.

"Should we get back to our date?" Ben asked walking up to M'gaan who sighed and motioned to the restaurant. The entire building was in shambles, scorch marks on wall, shattered windows, diamonds protruding from the inside, the works.

"How's takeout?" Ben chuckled receiving an angry punch in the arm from M'gaan.

"Takeout? This was supposed to be a fancy night Ben, I've always dreamed of a nice night like that!" M'gaan huffed and sat down on the curb.

Ben reached out and grabbed her hand, "We'll have a night like that I promise but, I don't care where we have our date because as long as I'm with you I know I'll be happy."

"You know you're a charmer and you use it to your advantage," M'gaan stood up again and wrapped her arms around his neck.

"I can't help but be this smooth," Ben smiled and leaned in closing the distance between them with a loving kiss. "Let's go home,"

…

"You failed!" Ra's Al Ghoul shouted towards Luthor, "Alerting the heroes of our presence and allowing Ben Tennyson to see our most powerful project," Ra's and Luthor were the only two people in a dark room of LexCorp where Luthor had set up his laboratory. The most dangerous assassin on the planet came closer to Luthor before being held back by Vandal whom placed a single finger on Ras' chest. A second past where Ra's felt nothing, the next second past and a sudden force hit the king of shadows like a bullet-train. Ra's flew backwards and into the wall immediately falling unconscious.

"How did you-" Lex looked up at Vandal who merely smirked.

"I'm not _just_ immortal my friend," the man turned completely around and walked up to Luthor who took a single step backwards. "I enjoyed Amalgam's performance this afternoon. I'm sure you have plans to upgrade the project?"

Luthor sighed, "Perhaps but, I won't be able to do it alone. I need Albedo's alien expertise, and Professor Ivo's engineering skills. It won't be easy but, it can be done."

"Wonderful, I'll notify the others and we'll take it to phase two asap," Vandal walked towards the door and pressed his hand on the handle before Luthor spoke up.

"Just how old are you?"

"As old as time itself,"

…

WOW! COMPLETELY ORIGNAL AND EVERYTHING?

Yea guys, it's been a while but, I hope this is worth it. Project Ten is nearing Phase 2… what does that mean? You'll find out.

As for Vandal savage, we don't see much of anything from him combat wise. I added in ability and the way I see it…

Vandal Savage is an immortal man, meaning he can't die by any means. So this also means he's been alive for thousands of years! He must know something right?

Reviews motivate be to try harder and make awesome stuff like this!


	15. Failsafe

Disclaimer: I don't own Ben 10 or Young Justice

 **Failsafe**

"Deploying camera sensor units," Batman announced as he piloted his Bat Jet through the Upper Atmosphere. Two orb-like devices spawned from his high-tech plane and began streaming a live feed to the most important outlets on the planet such as, The White House, every member of the U.N, The Watchtower, and Mount Justice.

The orbs, and by extension the most important people on Earth, witnessed a massive ship the size of Texas float nonchalantly closer to the Earth. Batman watched as two Green Lanterns floated towards the ship with their rings pointed up in warning.

"Attention: you have entered the boundaries of Earth space, disengage all weapons and engines, this is your only warning!"

The massive ship only responded by discharging a wave of energy from a spot on the hull that completely enveloped the intergalactic police-force. Even with their will power construct shield, they were still vaporized by the blast.

Batman's eyes widened at the sight, he immediately began pushing buttons on his console. "Code Red: full offensive deploy!"

The loading bay in the Bat Jet opened and released Superman, Martian Manhunter, Captain Marvel and, Captain Atom each wearing an oxygen mask. They charged the enemy ship splitting to avoid another wave of energy. Superman turned and frowned as the blast split in two to follow them.

Superman and Captain Atom turned after realizing they couldn't outrun a blast of energy like this and instead decided to rely on their invulnerability to stop the blast. They were vaporized even quicker than the Lanterns. Martian Manhunter realized the same as the two before him and decided to opt-out for density shifting, allowing himself to phase through the attack and regroup with Batman later. He too was vaporized in an instant. Captain Atom decided to try absorbing the energy, even if it caused him to implode he was still far away enough from Earth to not cause any damage, even with his several hundred megaton fall-out. No energy was absorbed and the jumpsuit containing the nuclear energy that was Captain Atom was vaporized.

Batman's jaw hung loose for several seconds but, he had no time to be in shock or mourn, he needed to move. As he turned around and fled back to Earth, he was followed by a small craft that had emerged from the massive ship.

The craft vaporized the Bat Jet but not before Batman jettisoned a small pod that would fall to Earth and, if he was lucky, land in an ocean until he can send an S.O.S and be rescued. The ship quickly realized the pod had been released and immediately vaporized the pod along with Batman.

The world's greatest leaders were in shock, some watching in awe and some heading for their bunkers, one team stood passively, barely being concerned with the death of their leaders and predecessors. They were all gathered around a holo-screen that portrayed the scene as a dismal one as many thousands of ships poured from the massive one and headed to Earth. Some were intercepted by the world's defenses such as the Air Force. Several teams of pilots were gone in minutes. When they hit civilian population, the Justice League stepped in.

Heroes from across the globe banded together as they defended the populace and destroyed ships one by one. The battle was fierce but, in a matter of two hours, a transmission reached Mount Justice. Ben Tennyson answered the call surrounded by his team of ex-sidekicks.

Ben pulled up a holo-screen answering the call with a single gesture.

Red Tornado's stoic voice came through as he blasted away at the passing ships with his aerokinetic tornadoes. "Red Tornado to Cave, I fear I am all that is left of the League. Should I fail-" there was a rush of static and the line went dead.

Ben sighed and looked down, "They're gone."

Conner cracked his knuckles and stepped forwards, "Then what are we waiting for, a theme song?"

Aqualad quickly intervened, "A strategy, it's been made tragically clear that going head to head with them is not an option."

Ben placed a hand on his forehead and dragged it down his scalp and through his hair, "Than I guess we make a strategy. Where are the aliens now?"

Robin pulled up a large holo-map that displayed the extra-terrestrial's location as small red dots on the holographic globe, "Here."

Artemis lifted an eyebrow and squinted, "This one get lost?" She asked pointing at the red-dot that was isolated just south of the thirtieth parallel near Greenland.

Robin's eyes widened under his domino mask, "its Superman's Fortress of Solitude!"

Conner immediately sputtered, "Superman's fortress of what?"

"Superman's Fortress of Solitude! Its power-source must've drawn a scouting ship to investigate."

Conner turned with a grunt, "Must be _some_ fortress."

M'gaan sighed, "Conner…"

"No, its fine, I guess there's a lot Superman can't tell me, ya know… _now_."

Everyone felt slight discomfort at the thought of their mentors and friends being killed in the invasion, but they shrugged it off in a single moment.

"We have to uphold their legacy by taking up their roles in defending the Earth, from this day forward, we are the Justice League." Ben looked at the muted news report with images of missing or dead heroes including heroes like Superman all the way down to vigilantes like Plastic Man. "The Justice League chose to put their life on the line to save the Earth and its time we make that same choice, So I say we go after that scout ship, break it down, integrate it into the bio-ship and hit those good for nothing trespassers with a taste of their own medicine. Who's with me?"

The entire team wiped the grim looks off their faces and smiled.

M'gaan gave Ben a warm hug and Wally raced behind him putting an arm on his shoulder.

"Not bad, inspirational, not too teary and to the point, I say that speech deserves a ten outta ten. Who's with me?" Wally was quickly elbowed in the stomach my Ben who turned to the rest of the team who didn't hesitate to answer.

Conner smirked, "I'm in."

Kaldur folded his arms, "My King would never deny such an offer so neither will I."

Artemis shrugged, "It's the apocalypse! I can't exactly go home and watch Netflix now can I?"

Ben smiled and turned towards the map, "Greenland huh? Do we have Polar Gear?"

…

Outside of a large mountain covered in ice and snow was massive two doors with the ever famous 'S' symbol engraved into it. Directly in front of this door floated a small ship with an 'antenna' like device sprouting from its hull and wings spreading out to the side, it largely resembled a piranha.

Several yards away Big Chill, and M'gaan floated above the ship out of sight. Aqualad floated in the freezing water beneath, Artemis and Robin hid behind a small wall of snow twenty or more yards away, and Kid and Superboy hid in relatively the same place only on the opposite end.

Big Chill spoke through the mental link that M'gaan had established prior, _"Now!"_

A blast of telekinetic energy crumbled the ships engine like foil-paper causing the ship to fall harmlessly to the snow. _"Engine down!"_

A single arrow shot from Artemis hit the front of the ship where they believed the E.T's communications were located causing it to explode in a small plume of smoke. " _Communications down!"_ Another projectile launched from the same area, this time a shuriken flew through the air and dug itself into the hull where it spread a sticky substance the covered top of the ship. _"And E.T's are sealed inside!"_

The ship began firing frantically in all directions unable to see or aim. Superboy landed on the roof of the ship and watched as the weapon faced him and charged ready to fire. Superboy saw the last six or so months that made up his life flash before his eyes before a wolf like creature jumped from the ground and slammed his enhanced jaw into the laser turning it and causing it to fire harmlessly into the snow. Superboy smiled lightly and grabbed hold of the laser to stop it from pivoting before ripping it from its place on the ship. As he removed the weapon a small circuit fell out and hung loosely from the main gun. Suddenly it began to glow and emit a high pitched whine as it charged, no one, not even Superboy could hear this whine but, an enhanced wolf's ears could. Superboy was knocked out of the way faster than he could process as Wolf was vaporized before their eyes.

"Wolf…" M'gaan started but couldn't form the words to describe how she felt, like something was holding her back.

Robin scrolled through options on the holo-screen that floated promptly above his gauntlet. "There was no sign of feedback, I-I'm sorry," Robin couldn't help but sympathize with the Kryptonian since Wolf was considered family amongst the few people that Superboy actually knew, and Robin knew all about losing family.

Big Chill shook his head as Superboy came to his senses and leaped back onto the alien ship, "Can't do anything for him now."

Superboy reestablished his monstrous grip on the now in-operable disintegration ray.

Big Chill floated to the ground and allowed his long moth-like wings to fold over himself resembling a coat or hoodie. "This weapon was more than effective against someone as invulnerable as Superman, someone with magic like Captain Marvel and Zatara, someone who could shift their density like Manhunter and even Amazonian gear blessed by Zeus himself. It's no surprise an army of these can carve through a Planet in hours."

Wally sped around a mused at the sight of the advanced canon being slowly integrated into the Bio-Ship. "All of which dictates we take it and use it against them, once we have one we can start mass producing them!"

Big Chill scoffed, "Shouldn't you be running perimeter?"

Aqualad burst from the ice and landed next to Big Chill, "He doesn't have to, look!" the Atlantean pointed into the sky as two of the standard red ships flew overhead.

Big Chill grunted, "I'll take them, you guys protect the ship! Artemis with me!" He slapped the Ultimatrix on his chest and emerged as Jet Ray.

Artemis fired an arrow into the air but missed due to the sought after ship swiveling out of the way. "I gotcha covered!" she shouted as she pulled another arrow from her quiver and pulled it back on its string. Jet Ray flew towards the ships and used his neuro-blasts from his eyes and tail to, with much effort; destroy a single ship causing it to crash and burn briefly in the snow. The other ship turned around and flew past Jet Ray and instead attacking the Bio-Ship and the team.

"No!" He shouted he had flown a long distance while fighting the first ship; he was at least a mile away. The ship dodged multiple arrows and watched as the team fled to the safety of the Bio-Ship. Jet Ray shot off a few blasts that managed to strike the engine of the alien ship causing it to crash in a plume of smoke a few hundred feet from the Bio-Ship.

Jet Ray watched as the crashed ship turned its weapon in his team's direction, he flew faster than he ever had, the beam was moving in slow motion compared to Jet Ray but, the distance between him and the beams target was so great… He was _so_ close.

"ARTEMIS!"

Jet Ray flew past where Artemis once stood, the beam had not only vaporized his team mate and friend but, it had shattered his whole reality. It felt like the Earth had stopped, the Universe was silent but landing face first in the snow snapped him out of it. He realized that it was all real, the weight of the day's events slammed on his shoulders like a two ton weight.

Wally was frozen in place as his knees turned to jelly and caused him to fall to the snow. "It can't be…"

Jet Ray came to his senses as tears flowed down his cheek, "Get on the ship! Now!" He slammed the dial once more but this time it wasn't just any alien.

" **Way big!"** the To'kustar's voice boomed through the mountains as he slammed his heal into the ship that had killed his friend. The others still couldn't believe the amount of striking power Way Big possessed, the entire area shook in fear as the giant took revenge the only way he could.

Slamming the Ultimatrix once again, Ben fell through the air from nearly two thousand feet up only to be intercepted by the Bio-Ship. They fled the scene in shame and mourning, they were so disappointed in their loss; they had been devastated by this one act. Being a teenage hero always feels like a game until a comrade is injured or worse, killed, that is when reality sets in and reminds you of the risk it takes to be a hero.

Wally sniffled lightly before slamming his hands down on the dashboard of his seat, "Damn it! Damn it! Damn it! They're all dead, every last one of them if it's the last thing I do!"

No one wanted to admit he was violently expressing what they all had been thinking.

Ben stood from his chair and ran his hand through his hair; he sighed and placed a comforting hand on Wally's shoulder. It wasn't until Wally looked up did he notice how Ben had a serious look on his face.

"The time for mourning comes later; we still have a job to do."

M'gaan wiped her tears and placed her hands on the Bio-Ship, ready to guide it wherever need be, "Back to the Cave?"

"The Hall of Justice, as the new Justice League its only right that we protect our predecessors' ex-headquarters for respects sake, besides, the world needs to know that there are heroes still protecting them," Ben looked over to M'gaan and smiled, "That there's still hope."

…

 **Washington D.C. Hall of Justice**

A line of tanks, soldiers and anti-air craft missile launchers stood outside the Hall of Justice on Capitol Hill. A single leader barked orders throughout the battle field, observing the enemy with his binoculars.

"Fire!"

The soldiers threw everything they had at the swarm of alien ships but only managed to take down a few. That was until a ship appeared from nowhere and began vaporizing enemy ships one by one.

"What the devil?" The man shouted out as his enemy's numbers dwindled at an exponential rate. Suddenly a hole in the ship opened releasing Superboy who landed on the ship below with enough force to knock a jet-liner off course sending the ship into the ground and skidding to a halt just a few dozen feet from the soldiers.

One soldier lit up like a Christmas tree, "See? I told you Superman wouldn't abandon us!"

Superboy grunted, "I'm not Superman…"

"And Superman didn't abandon anyone; he was killed in battle by the aliens. He was one of the first to give his life." Ben approached the man as some soldiers began grieving in silence over the loss of their hero.

"General Wade Eiling United States Air Force!" The man introduced himself while saluting to Ben which seemed like a nice surprise.

Ben reached his hand out and shook the General's without hesitation, "Ben 10, Justice League."

The General looked behind Ben and scanned his team before smiling, "We may just make this work… What's the plan, son?"

Ben smiled in response, "We've already stolen their main weapon and it's proved useful so far, even on large numbers. I say we draw a line in the sand right here, with the Leagues armory and tech, it may just give us an edge."

"Understood!" Eiling saluted once more before turning to his troops, "I want sentry's posted at every outpost, if even one alien gets within ten miles of here without me knowing about it, I'll make sure to use you as cannon fodder, do I make myself perfectly clear?"

"Yes Sir!"

"Now let's get a move on and save the world!"

The soldiers cheered as some went to set up the sentry's and others retreated into the Hall. Ben guided his team into the Hall where tattered and crumbled statues of the fallen titans stood tall and strong.

Superboy stared at Superman's statue which was missing the left half of his torso. Robin stared up at Batman's statue while Wally did the same to Flash's; M'gaan simply cried over her Uncles decapitated statue head.

Wally let it all sink in for the moment, "They're really gone, aren't they?"

Ben rubbed his chin, "Why didn't we care?"

They all looked at him with curious stares.

"When the news first hit us we all just shrugged it off, but suddenly, we mourn?"

Superboy growled, "What's your point?"

"My point? We watched the entire Justice League get vaporized! Fifteen of the world's best fighters and they were wiped out in two hours! That shouldn't even be possible! These disintegration rays seem _way_ too infallible and yet we still think we have a chance. But most importantly you guys were trained and raised by your mentors and watching them be killed doesn't even slightly faze you? Somethings not adding up here." Ben looked out the window at the brown sky polluted by ash and smoke, the entire world fell to shit and it was like he didn't care but then suddenly, he did again. What changed?

Ben's train of thought crashed as he heard a loud bang like a massive object had been dropped. Immediately Ben slapped the Ultimatrix and emerged as XLR8.

"Uncle J'ohn!" M'gaan shouted as the elder Martian rubbed his head in a small crater on the ground, but before M'gaan could reach and hug her Uncle, XLR8 sped in front of her and lifted his visor.

"Read his mind; make sure the person matches the brain."

M'gaan quickly looked at his mind but payed very little attention to what she was looking at, his mind was definitely that of J'ohn J'onzz but, his thoughts were blocked and clouded. She cared little and floated past XLR8 to embrace the only family she ever knew.

"It's him! He's here and he's alive!"

Superboy folded his arms in disbelief, "But we saw you get disintegrated along with Superman… and everyone else."

"I remember but, I don't remember how I survived or how I arrived here." J'ohn stood to his feet weakly.

"Maybe you were density shifting when the beam hit causing it to pass through you," Aqualad surmised as Robin added his own two cents, "Scrambling your brains in the process!"

"I suppose that is possible," J'ohn rubbed his head again and tried to collect his thought but failed as his niece screamed in agony and fell to the ground.

"M'gaan!" XLR8 yelled as he sped over to her, she wiped the tears from her eyes and muttered, "The Bio-Ship…"

XLR8 widened his eyes and willed his visor down as he sped outside and witnessed the massive swarm of ships slowly making their way to the Hall. The Kineceleran took a step back in shock and fear; it was an overwhelming amount of ships, hundreds if not thousands.

"God help us all," XLR8 sped back into the hall and towards J'ohn.

"You need to use your authorization to teleport us somewhere safe!" XLR8 shouted over the gun shots and loud explosions in the background.

J'ohn let go of his niece and nodded, "I'm afraid I can only authorize one at a time."

"Oh for the love of… Send the soldiers first, we'll hold them off!"

General Eiling let several hundred rounds loose from his Ak-47 before turning to face the heroes "Delay that! You seven are an asset that we cannot afford to lose!"

"Fine!" XLR8 slapped the Ultimatrix shifting his DNA to one composed of molten rock. Heatblast ran towards the entrance and out into the battlefield, it was chaos. Nothing like the Highbreed or the Esoterica, these aliens had to have millions of available ships to be able to deploy this amount of fighters to a single area and maintain dominance around the globe, this was simply impossible to have a fleet so large in quantity and power.

Heatblast let his instincts simmer in the back of his head while he exploded with enough heat to melt solid steel. He sent massive balls of flame into the ships knocking them off course and causing them to crash but leaving them other-wise unharmed.

"Impossible… unless-" Heatblast was once again distracted as a beam of energy slammed into the ground below his feat sending him several feet away and into the dirt. There was a ringing in his ears but he slowly rose to his feet anyways, disoriented and weak, he limped back inside to find Superboy helping a soldier through the teleporter before jumping in himself. Aqualad helped Martian Manhunter through as he looked over to Heatblast who quickly realized they were the only two left in the room.

A ship took aim at Heatblast who raised his hand in preparation to counter when suddenly he felt hands gripping his torso and tossing him across the room. "They'll need you more than me! Go!" that was the last time anyone heard Kaldur'am's voice on the battlefield; it was also the voice that haunted Ben for the next fifteen minutes even as he and the others regrouped in Mount Justice.

They had all been talking but, Ben wasn't listening, he could only hear Aqualad's sacrifice and how he knew he could stop all of this. He shouldn't have waited this long, he should have done this from the beginning.

"Ben, what's the plan? What do we do next?"

Ben sighed and stood from his seat in the middle of the cave, "You guys don't do anything." Ben lifted his wrist and began speaking, "Voice Control Mode Activate."

" _This function is locked and unavailable."_ The Ultimatrix spoke back in a voice sounding similar to a monotone version of Ben's.

"Override command code ten."

" _Override accepted, Voice Control Mode unlocked"_

"Access Master Control."

A bright green glow illuminated the entire mountain as the very small group of soldiers who had made it across had to cover their eyes even though they were on the opposite side of the room.

" _Master Control Unlocked, One million and four available transformations."_

They all gave Ben a confused look, "What was that for?" M'gaan asked innocently.

"This is no time to be pulling my punches," Ben walked up to the massive holo-screen displaying a tragic scene all across the globe.

"Again I beg the question, what's the plan?" Wally asked sarcastically.

Ben smiled and without turning around said, "You guys are gonna stay here in case I die or something, I'm gonna go hit them really hard."

They were all dumbfounded, how was someone so great so stupid?

M'gaan stepped forwards, "That better be a joke because that sounds like something Wally would say!"

"Even I realized how dumb that sounded," Wally stressed, "And I'm me!"

"Guys, imagine we all go in and die, who will protect the planet then?" Ben proposed a question that no one could argue with, except for M'gaan who didn't need sound reasoning to debate at the moment.

"Then it'll be someone else's problem! We did our best! If we can't stop them then what can we do?"

"You survive, as long as one of you still breathes than the war will never be over, but I can't go all out if I know you guys could get hurt."

"And you really think I'm going to just let you go alone?" M'gaan stepped forwards as she felt a hand on her shoulder.

"No, I count on Conner and Wally to keep you here, Dick I need a favor."

"Why me?" Robin asked as he had been silent the entire time.

"Because I need you to tell me where their base is."

Robin pulled up a holo-map and searched for several moments before expanding the holo-map so that the entire team could see it. "I'd have to guess their mothership, it's the vessel that initially arrived here and dispatched the other drones, and it currently sits on top of what used to be Smallville Kansas."

"I know we're a few members short right now, but I want to thank you all for your service. It was an honor being your leader for the brief time that I could."

M'gaan ran up to him and tried to slap him but was held back by Superboy, "Don't you dare talk like you're not coming back! Don't you dare do that to me?!"

"I'm truly sorry; I can't pretend I'm not scared because I am. It's not easy doing what I'm about to do but, as long as I know you guys will live. I know it's worth it."

A random flash of green light erupted with no warning in the room, leaving Jet Ray in Ben's place. The alien took off with a sonic boom, easily surpassing Mach Six and even Mach Seven. With this speed he was hovering over what was once Smallville in a matter of minutes.

Jet Ray landed in the dirt several hundred feet from the Mothership before reverting back into Ben.

"This is gonna be a toughie," Ben stared up at the massive ship that had drones floating in, out and around it.

"I guess its hero time then…" another random burst of green energy and Ben was gone, now stood…

" **Way Big! But, wait! There's more!"** another glow engulfed the enormous alien who was already half the height of the Mothership. **"Meet Ultimate Way Big!"** This new titan was awe-striking, over twice as big as Way Big with two extra horns pultruding from his head and blue cosmic armor added to the red making his defense far more than any average To'kustar.

Way Big now stood at eye level with the Mothership, nearly twice as tall and ten times as powerful, he looked up into the clouds which he could now reach out and touch if he chose to, the polluted clouds began slowly dropping their contents of water through the air and towards the ground, Way Big allowed the water to spray across his face and body as it set the mood for a battle that would never be forgotten.

Way Big stood in patience for several seconds before finally speaking, **"I figured my presence was enough to sound a few alarms, I guess I figured wrong."**

Way Big reeled his fist back and slammed it into the Mothership with enough force to wipe a mountain-range from existence. The force of the blow sent out a shockwave so powerful that it forced a crater to form around the ship, tearing chunks of Earth from the ground and causing the entire continent to shake in terror.

…

 **Mount Justice**

M'gaan levitated into the air to keep from losing her balance as the mountain and its surroundings shook vigorously without end.

"What… is this… power?" Superboy shouted as the shaking caused a roar of thunder that was nearly deafening.

Robin, after gaining his equilibrium as he had been taught by Batman, pulled up a holo-map of the globe. "The energy is emanating from Kansas… you don't think?"

"It can't be!" M'gaan shouted over the thunder.

"Whatever it is, if it happens again, the entire Earth might just fall to pieces!"

…

 **Gotham City – The Bat Cave.**

Red Arrow dropped his array of trick-arrows to the ground at his feet as the bats that made the cave their residence fled from the cave in fear of the shaking.

An African American teenage girl with grey body armor and short cut black hair lifted herself into the air with a slight teal hue emanating around her. "Is this an Earthquake?"

Zatanna stepped forwards placing her hand on the wall to keep her balance, "I don't feel anything mystical."

"This isn't an Earthquake; this feels less natural like… like something is shaking the ground with physical force alone."

"The aliens?" the girl asked still floating in the air.

"Guys these seismic readings say the entire continent of North America is experiencing a massive quake right now, all originating from… Smallville Kansas." Barbra Gordon spoke out from in front of the computer console.

"What could possibly cause the entire continent to shake like that?" the girl asked.

"You guys are gonna want to see this!" Barbara shouted, "This was picked up by Wayne Satellite 009 just thirty-two seconds ago." Barbra over laid the seismic readings with the satiate image, "And this is where the seismic event is originating."

The image was clearly some-sort of variant to Way Big which was slightly famous amongst heroes for defeating the Injustice League. This variant had his fist planted firmly on the hull of the ship.

They couldn't believe what they had seen.

 **Smallville, Kansas**

Way Big smiled, his Ultimate power was frightening even for him, with his new strength he should be able to take care of the Mothership no problem. There was, however, one small problem…

" **That's impossible…"**

Way Big pulled his fist away and not a single dent lay on the ship's hull. As the vibrations began to dim, thousands upon thousands of holes began opening up from the ship releasing the drones that contained the disintegration ray.

" **You're dense if you think those things can hurt- OW!"**

Way Big may have been thousands of times larger than the ships but, their beams still stung like bee-stings all over his body. He could endure though, long enough to end this.

Way Big didn't need to cross his arms to release Cosmic Energy in his Ultimate form but, he had done it with normal Way Big so often that it became a habit of his. He crossed his right arm over his left and waited, sparks of blue energy flew through the air around his arms. The attack charged as thousands of stings rushed his body every second. And suddenly, the power was released.

The wave of blue energy tore through the ground and air with such verbosity that it too caused the ground beneath him to shake. In fact the entire state of Kansas was shaking now as the blue energy engulfed the Mothership with enough force to decimate even the Moon. With this power in tow, Ben couldn't imagine loosing, last time he used this form he had no idea what to expect or how powerful he'd become, but after training and honing his skills and techniques, Ultimate Way Big was easily his most useful alien in his entire Universe.

As the energy faded a plume of smoke took its place, dramatically hiding the results of the blast. Way Big expected to at least have scratched the paint off or something but, alas, the Mothership stood unfazed. The ships that had been swarming the titan were long since turned to dust by the blast but, the Mothership itself appeared unaffected.

Way Big took a step back before falling on his back causing an Earthquake that briefly shook the area.

" **This is insane! What is that thing made of?!"**

Suddenly, the Mothership released something unfamiliar to him. These mechas were nearly twenty feet tall each and sported an array of weaponry. They were soldier-like drones… they were the second line of defense. The drones that had wiped away the Justice League and dominated the world were just the first line of defense. The pawns, the weakest, the default. This simply couldn't be possible; Ben wouldn't have to worry about Vilgax because these aliens had the power to take over the entire Universe with their army.

The new drones sprayed Way Big who had gotten to his feet with a new weapon that sent powerful electric shocks through the victim's body with every strike, and there were dozens of them.

Way Big tried defending himself by simply over-powering and crushing multiple mechas at once but, they kept coming. Way Big was too big of a target at the moment, he couldn't do this anymore!

Way Big shook the mechas off of him and backed away, sending discs of cosmic energy at them, each with the force of a Nuclear Warhead. Once he had backed away, a green light signified Ben's return. He was flying through the air again but this time, he was nearly half a mile up or around two thousand five hundred feet. He had time to examine his enemy; he watched the mechas briefly search for him before returning to the Mothership. Ben sighed casually as he fell through the air approaching one thousand feet.

The rain that he fell through stung worse than the disintegration beams as he was now falling at nearly sixty miles per hour. He was about to transform again when something intercepted him, something warm and appealing yet somehow dangerous.

"Ben Tennyson!" M'gaan yelled in anger as she caught him only a few hundred feet in the air.

"M'gaan? I thought I told you-"

"Don't ever try and tell me to let you die again! I swear I'll kill you myself if you do!" M'gaan lowered Ben to the ground gently and embraced him in a hug.

"I wasn't supposed to lose, Something is very wrong here." Ben looked back at the Mothership which had reassembled all of its assets and began looking like normal again with all of its soldiers piled up inside.

"Wasn't supposed to lose? What is that supposed to mean?" Wally asked approaching Ben with a worried look.

"It means Ultimate Way Big has enough power to vaporize the entire Moon if he wanted. That ship can't possibly be able to withstand that much power, but it did."

Robin did some math in his head before raising his finger into the air, "If what you say is true, than that ship just tanked thirty trillion megatons of force, maybe more."

"Well maybe it's not as tough on the inside as it is on the outside!" Wally exclaimed, "We sneak in and blow it from the inside out."

Ben and the others shared a confused look briefly before smiling, "I think Wally just had a good idea," Ben chuckled as Wally frowned fiercely.

"Oh haha, very funny," Wally announced sarcastically as the rest of the team chuckled slightly.

"Does anyone else feel bad for laughing during the apocalypse?"

…

Ben, M'gaan, Wally, Robin, Conner and J'ohn were now all gathered in Mount Justice discussing their intricate and strategic battle plan.

"So, here's the plan, we go in, find the core, and then we blow it up. Simple enough?" Ben explained.

After receiving nods from everyone Ben sighed, "Here's the bad part, we need a distraction to keep attention away from Robin and Wally. And I think it should be me…"

"Are we back to this again?" M'gaan grunted before continuing, "I won't let you sacrifice yourself."

"This is different, before the plan was to take the Mothership down with everything I have but, this time it'll be about strategy."

M'gaan walked towards Ben and placed her face firmly in the crook of his neck, "I don't want to lose you."

"I'm Ben Tennyson; I've saved the Universe more times than I can count before I was even eighteen. Some alien invasion isn't going to take me from you." Ben brought a hand up to her cheek and M'gaan brought one up to hold onto his.

"This is all very touching but, fate of the world at stake here!" Wally shouted throwing his hands in the air.

"Right," Ben said pulling away from M'gaan with a slight blush, "Then let's end this apocalypse, shall we?"

…

 **Smallville, Kansas**

M'gaan and J'ohn floated through the air as intangible specters would, going completely undetected. J'ohn shifted through the wall first; he then allowed his powers to shift M'gaan's density as well as she couldn't on her own yet. They slipped into the ship and once they were properly hidden, they activated the psychic link, _"In position."_

" _Understood,"_ Ben allowed his mind to once again interact with his Ultimatrix as a green glow engulfed him suddenly revealing some sort of creature about five feet tall with yellow-ish armor covering his white marshmallow-like skin.

"Cannonbolt!"

The creature known as Cannonbolt quickly reverted into a giant ball and began spinning to pick up friction before launching himself off of the cliff he was positioned and onto the hull of the ship. "Hey you glorified trespassers!" Cannonbolt shouted as several guns swiveled to face him, "Wanna see how a real alien fights?" the guns fired and Cannonbolt immediately reverted into a ball and dodged the attacks. He rolled in front of other guns drawing fire towards himself and it destroying multiple weapons by simply rolling past them.

" _In position_ " Cannonbolt muttered psychically.

…

Wally nodded to Superboy who leaped into a dispatching dock that the ships originally deployed from. Robin climbed onto Wally's back and allowed the speedster to use acceleration to boost his agility, launching them into the dock as well.

" _In position, proceeding with mission objective."_ Robin spoke as he hopped off of Wally's back and began running down the hall they arrived in. Suddenly, Robin halted causing Wally to run into him and nearly knock them both into a jellyfish-like drone. It charged its single eye and prepared for a beam attack that the others could only assume was a disintegration beam. Superboy prepared to act but, was intercepted by J'ohn and M'gaan who thoroughly blindsided the drone and sent it into a wall.

They all ran down the hall, aside from the Martians who levitated, as they took several turns before finally arriving in a large room illuminated only by a bright yellow power source. Robin stepped forwards but was surprised when he felt a force tugging on him and pulling towards the power source. The energy was so powerful it had its own gravitational field. Wally grabbed Robin's hand but found himself being pulled off of his feet. They flew towards the power source before Robin shot a grappling hook that caught itself on another platform, M'gaan lowered them down slowly.

Wally watched as Robin set the charge on two belts filled with C-4 explosives.

"You sure that's gonna work?" Wally asked as M'gaan and J'ohn came under fire from more drones.

M'gaan dodged a beam that went straight for Robin and Wally, the former being the direct target, using his enhanced speed he managed to knock Robin out of the way but, he was too slow to avoid the blast himself. Wally was vaporized as Robin fell to the power source once again. Conner moved to doge several beams at once, four remaining drones; he could at least take one. He leaped into the air and slammed his fists down on the top of machine causing it to fall to the ground. Before it landed it sent a final discharge that slammed Conner in the chest vaporizing him on contact.

M'gaan shuttered as she witnessed this, the drone she and her uncle were battling currently focusing on Martian Manhunter who managed to dodge around them for most of the time.

J'ohn wiped his forehead and immediately felt a light bulb go off in his head. This epiphany would go unanswered as a beam came from behind him and began to vaporize him. In the shortest of moments, the slightest most short moment, J'ohn used his psychic prowess to send a telepathic message to Ben just as he was removed from existence.

"NO!" M'gaan shouted crushing the drone with her telekinesis.

Robin threw two shuriken that froze and detonated the last two drones still in the room, "M'gaan we have to go!"

M'gaan wiped a tear and lifted Robin back onto the proper platform, "How long?"

"Less than three minutes."

…

Ben, now as Diamondhead, dodged and weaved between beams, stopping for less than a second every now and then to shoot crystals at drones. He was surrounded but, not out of the fight.

Diamondhead slammed his fist onto the hull of the Mothership causing massive crystal shards to pierce drones.

As he dodged and weaved through blasts he suddenly had random thoughts in J'ohn's voice telling him things at such a speed he was almost overwhelmed. He wasn't though; he simply made a single misstep which caused him to accidently swing his right arm into the line of fire. His arm was vaporized and he was sent flying across the ship.

He knew now, he knew what was wrong; he knew the simple answer to escaping this hell but, could he do it?

Diamondhead slammed his remaining right fist into the ship causing a massive shard of crystal to give him cover as he leaped off the ship and onto the ground below, rolling to a halt.

A green glow engulfed him as he changed into XLR8 (who unsurprisingly was still missing his left arm) who began running faster than he thought he could, he just barely avoided the fall out of the ships detonation which closely resembled a forty megaton atomic explosion. The shockwave unearthed boulders and nearly sent XLR8 off his feet and it would have too if XLR8 wasn't generating so much friction between him and the ground he was running on.

Once he had successfully out ran both the shockwave and the initial blast, XLR8 stopped to witness the massive mushroom cloud that emerged from the explosion. XLR8 looked around and noticed no change, "She's alive."

XLR8 sped closer to the cloud searching for signs of life; he nearly flew right through one as M'gaan floated up from the ground.

"M'gaan!" XLR8 sped back towards her as he immediately reverted back to normal.

"Ben!" M'gaan shouted still teary eyed.

Ben stepped forwards as M'gaan caught site of his right side, "Oh my god! Your arm!"

"It's temporary." Ben sighed, he knew what needed to be done but, he simply couldn't do it.

"You have a spell that can regrow your arm?"

"That's not exactly what I… Oh look," Ben pointed into the sky as another Mothership identical to the one that was just blown to pieces took its place over the crushed city of Smallville.

"No… We- we have to get out of here!" M'gaan stuttered as she turned around and attempted to fly away when Ben grabbed her by the wrist pulling her into a hug.

"I'm so sorry." Ben muttered into M'gaan's ear as he plunged his Mana covered fist into her abdomen causing her to gasp intensely before…

…

M'gaan's eyes snapped open, she wasn't dead or in the middle of a destroyed corn field outside of Smallville, she was in the middle of the Cave laying on a bed of some sort.

She sat up slowly and watched as Artemis, Aqualad, Conner, Wally, Dick and Ben slowly sat up groaning and holding their heads as they did. Captain Marvel caught J'ohn as he stood to his feet; it seemed he had been laying on the floor but was too weak to stand on his own.

"You're all alive!?" M'gaan asked as Batman put a hand on J'ohn's shoulder. Veronica immediately ran to Ben's side trying to help him to his feet but, he didn't seem too stunned at all, he simply kept his head down towards his feet.

"What happened in there?" Batman asked drawing the attention of the entire group.

"The exercise, it all went wrong…" he moaned as he held his head in discomfort.

"Exercise?" Wally asked.

"Try to remember, what you experienced was a mental training exercise designed by me and established via a mental link which Manhunter set you in. You all knew this going in; you also knew none of it was real, including the deaths of the entire league."

Ben looked up and allowed Veronica to hold him up for the time being, "Which is exactly why none of us mourned or even cared about their deaths, because we all knew it wasn't real."

"Yes exactly, but everything changed when Artemis died." J'ohn looked down in shame as he felt most responsible for this part in particular. "When Artemis died, M'gaan's subconscious failed to make the distinction between simulation and reality. Her subconscious latched onto the situation and forgot what was _real_. I was not expecting such a random burst of emotion so suddenly, I was unprepared to fight M'gaan for control causing me to lose control over the simulation, and allowing her to spread her fear and loss through the mental connection I had established causing all of you to forget as well."

They looked to Batman as he motioned towards the entire team, "This situation was a train-for-failure, and no matter what the team accomplished the situation was designed to grow worse and more pressuring."

Ben sighed, "And that's why nothing I did affected the Mothership."

"The situation was designed with a single fix; no amount of physical strength could have destroyed that ship, only the designed weakness could affect its status, in this case, blowing the ship from the inside."

J'ohn spoke up, "I attempted to enter the mindscape and force the control away from M'gaan but as I entered I was bombarded by your collected emotions and thoughts. There was too much _noise_ to think clearly. It wasn't until Kaldur, Conner and Wally had been silenced that I could think clearly enough to remember my objective, but it was far too late to fight M'gaan for control and the only other option was to shock her out of the situation. I was faced with another problem, just as I realized the way to end the madness I too was destroyed but, not before sending a telepathic message to the only person left with an emotional influence over M'gaan to successfully shock her from the situation. Ben." They all looked over to Ben who had already left Veronica's grasp and had walked to the doorway before stopping at the mention of his name. He stood facing the shadowy hall not attempting to look at his team.

"So then Ben shocked M'gaan and we're all safe?" Conner questioned.

"Simply put, yes. But to shock her psyche enough to force the simulations end, Ben had to do the unthinkable and strike M'gaan with enough force to end her life. Committing such an act in a world that seemed indistinguishable from reality can be traumatizing even for the average person, but for someone like Ben who has already suffered great loss, it can be emotionally shattering."

Ben said nothing; he didn't turn around or even glance behind him. He simply continued to walk down the hall, disappearing behind the shadows.

…

Hello all! I know it's been a really long time!

There has been a lot going on in my personal life and I kept procrastinating but, it's here and I hope this doesn't become a habit.

I hate leaving you guys hanging for months like that and I'll try to get back on the bi-weekly schedule.

Before you wonder, YES! I overpowered the crap out of Way Big and Ultimate Way Big, I wanted to establish power and you may or may not see why. Idk yet.

I honestly had a lot of fun writing it and can't wait to continue the plot.

Seriously… like… if you don't review… I'll find you… :)


	16. Understanding

Disclaimer: I don't own Young Justice or Ben 10

 **Disordered**

It had been exactly one week since the failed training simulation. The team was scarred to say the least, most of them had experienced what they thought was death but how does one process that? How does one deal with their own utter demise? Can they simply shrug it off and continue with their life? No for they had lost their life and while it was simply a rouse, it still more than exhausted the minds of young teenagers bubbling with curiosity and emotions.

Now however they were tired, not from lack of sleep but from the emotional turmoil they experienced just before their individual end. All things considered, vaporization was an easy way to go but, the post-traumatic stress that follows is… brutal.

M'gaan stood in the kitchen of Mount Justice. She absent mindedly stirred a bowl of cake batter and starred off into the distance, a grim look on her face. Conner sat on the couch watching the static buzz across the television, normally this would bother Wally who sat next to him but, it didn't this time. It only made him wonder if the choices he made during the simulation were the right ones. The static specifically didn't remind him of the simulation, no, it was reality itself that stopped the speedster's thoughts in their tracks. His over-reaction to Artemis' death, his sacrifice, was it all for not? Artemis sat propping her head up with her hands, she didn't feel too bad about it all, she hadn't experienced anything that she thought was real as M'gaan only shifted the simulation _after_ Artemis' apparent death. Kaldur resembled all of their thoughts and more, he was supposed to be strong, valiant, brave, and yet… he posed as a sacrificial lamp to the aliens who sought to destroy his world, the very aliens who killed his mentor, his king. Why would he do something so foolish? The team could have used his help and yet he abandoned them, he knew it was all fake but that didn't stop him from wondering if he would have made that choice in reality. They were all lost in thought but, none were given more sympathy than the leader of this team. Ben Tennyson.

No one had seen or spoken to him in the week following the simulation, they had checked his room but, it was empty. The bed was made neatly and everything was surprisingly organized. Ben had done what no one else had the courage to do, even if they had known, they all individually knew they wouldn't have gone through with it. Ben watched his family die, his hometown brought to ruin, he leaves and finds a new family only to watch the entire world fall to shit. His team, his friends, dyeing one by one with him helpless to stop it. Then he ended everything by killing the one person who made it all bearable. They could only wonder where their leader had gone to work out his emotions, this world was knew to him, in nearly every way the world was different.

…

Ben stepped onto the grass outside the Tower of Fate. He looked up at it and only saw his home, the first place he stayed when he arrived here, it had only been for a year but, he felt like he was home. He stepped closer and placed a hand on the wall, the brick began to glow before the wall simply opened in the shape of a perfect doorway.

Once inside Ben sat in the armchair that was only feet from the fire place, it warmed him but, the overwhelming cold of the last week chilled him to the bone. He had no idea why he left or why he cleaned his room so thoroughly before hand. He was emotionally scarred, he lost his family and his new family along with his new home world and he was forced to kill the only person he felt love for since he lost Julie. All while believing it to be real, he wasn't sure if he ever wanted to be a hero again, if he wanted to fight again… if he wanted to live again. These questions barreled through his mind at a thousand miles per second. He had no idea how he should process all of this, the pretending not to care personality was wearing on him, he had portrayed himself as strong, as powerful, as this… hope that people could cling to but it was all a façade. He was weak on the inside, and these feelings, these emotions were tearing him apart on the inside.

"Penny for your thoughts?" a British voice spoke up from behind Ben, but the changeling didn't even flinch for he was aware that the person behind him would come eventually.

"I need advice," Ben stated placing his head in his hands and leaning closer to the fire.

"Well first I need to know the situation," Paradox stepped up closer to Ben and sat in the matching chair next to him.

"Don't play games, you've been watching."

Paradox smirked, "You were sitting on a table next to your group for about eight or so hours before waking up and walking off. Then you went to New York to find about the vision you had here, when nothing turned up you returned to the tower and sat in that chair. I'm a Chrono-kinetic god, not a telepath, Benjamin."

Paradox made a fair point and after telling him about the events it was hard for even this man to not feel sympathy for Ben.

"How… emotionally damaging, particularly for you." Paradox rubbed his chin and opened his Pocket Watch, "I've got some time, would you like to tell me what you need advice on?"

"Should I still be a hero?"

"Well, in this future you have set yourself on I've seen greatness, you become the hero who one day-"

"Im not talking about the future that can be changed by my decisions, im talking about the present. What should I do?"

"The lives you save in the future are more numerous then-"

"Paradox please! I don't want to hear about the future, I don't want to hear about the apparent good I do because, if I end up unhappy, dead or worse… alone, than what was the point? What's the point in saving all of those lives if I can't save those closest to me?"

Paradox was silent but smiled; "Benjamin I want to show you something," Ben looked up from his hands and saw Paradox with an outstretched hand.

"This had better not be an alternate future cause im getting real sick of those," Ben grabbed Paradox's hand and pulled himself up.

"I'm not just a time traveler; I can also teleport you know."

"Where do you plan on taking me then?"

"To a place more suited for this talk, a place where you can talk to someone better suited for this topic."

"I hate it when your cryptic like that…"

A blue flash of light left the room empty, the fireplace continued to burn as it always would and nothing was left out of place.

…

Ben stepped out into a giant titan of a statue, it was bigger than a Planet and the eye hole was so large he couldn't spot the top. The eye of this statue acted as a tunnel leading into an unknown location.

"Where are we?"

"This is known as the Source Wall, its where us reality altering beings of power come to watch the Multiverse." Paradox watched as Ben caught site of the end of the tunnel.

"No… no way!" Ben looked out and saw everything, multiple Universes side by side, swirling, completely separate and yet, closer than one could have possibly imagined.

"If it makes it easier you can pretend like you just zoomed out on an image… a lot, those Universe are actually several billion light years apart, you're just so far away that it seems like they are close together."

"How far away are we?" Ben asked but after several seconds without a response, he turned and saw that Paradox was gone.

"Hate it when he does that…"

"As do I," Ben turned to face a being nearly twenty-feet tall, his humanoid body was strangely resembling Alien X but, was split in half with the right side resembling Alien X and the other being a negative version, one where the whitest stars in the universe were blacker than the void they inhabited, and the void was brighter than heaven itself. Although looking up at the being above him, Ben had to wonder if heaven and hell even existed.

"Who're you?" Ben asked crossing his arms across his chest in suspicion.

"Take a guess," the being stated simply as he stepped back to glance at the Multiverse as if looking specifically at something or someone.

"You're… you're…" Ben suddenly fell on the realization of who exactly he was talking to.

"The Source of all life in the Multiverse… but people call me Source for short." The man faced Ben and suddenly shrunk down to his exact height.

"That means you're-"

"God? No, I didn't create the Multiverse I just created the life within it. Humans have a weird way of describing him and assume that I'm the same as _him_ but I'm not." A hint of disgust in Source's voice as he referred to the one thing above him.

"And he is…?"

"The Tribunal, God, Living Omnipotence… he goes by many names but the most common is The Presence."

"Alright so if you're not God than why am I here?" Ben asked.

"Perhaps because I am the next best thing? Benjamin, spite Paradox's unorthodox method of teaching life lessons, he always has a reason for doing things, he clearly believes that I hold some sort of knowledge that he does not." Source turned and looked out into the Multiverse before turning back to Ben.

"Are you busy or something?"

Source chuckled lightly, "You could say that, yes, I am always busy, I run the multiverse, I make the decisions, the thought that randomly pops into your head… is mine."

"So, you told me I should go to New York?"

"I did."

"And you told me to stop and tie my shoe which caused me to miss my bus and wait another half-hour?"

"I did."

"And you told Vilgax to distract me and attack my family?"

There was a brief silence but Source didn't hesitate to answer, "I did."

"So what's stopping me from going Alien X right now and kicking your star covered ass?"

"Besides the fact that I created Alien X? Nothing I suppose…"

Ben stayed silent reaching for his Ultimatrix slowly, "But before you act rashly and force me to do something I'd truly hate to do, why don't we talk about why Paradox brought you here?"

Ben lowered his hand and looked back at Source.

"What's this advice you seek?"

"What's the point?" Ben stated simply.

"If you're wasting your one question to me on 'the meaning of life' than I have to say I misjudged you." Source placed a hand on his chin before looking back into Ben's eyes, "But if you're asking me what the point is in fighting if you're simply going to lose the ones you love most, than I can't help you."

Ben raised an eyebrow, "You heard me in the Tower?"

"It's a little harder to hear things with so much mystic energy flowing through there but, yes I heard you."

"So?"

"So, you are asking a foolish question, and I don't entertain those. Ask something else."

Ben furrowed his brow, "No! Paradox told me that you could answer my question without bringing up some possible ever-changing future that I'm so destined to have. So answer it!"

"Ben Ten Thousand," Ben raised an eyebrow at this and listened to Source continue, "In five years you save the Earth your currently inhabiting, in ten you save the Universe, in twenty years you become more famous and more powerful than even Superman. And I created him with extra power just in case." Source turned back to face the Multiverse. "But you don't want to hear about that, you want to know why you should fight if you simply lose those closest to you."

Ben looked down feeling slight guilt but also a fury boiling in the pit of his stomach, "I don't care how much power or fame I get, I'd rather just have my family!" Ben wiped a tear and noticed that it floated away instead of dropping from his cheek, "I tried to move on but that simulation just showed me that it could happen all over again. If me not being a hero saves _their_ lives than maybe it's better off that way."

Source turned around, "Jessica Truscott, Age twenty-two, looking to become a physicist, IQ one-twenty-seven. She one day discovers the spores that result in the cure for cancer."

"So? I don't even know who that is…"

"And yet you saved her anyways, not because you knew her or because she made a significant difference to your own life but because you have it in your heart to do the right thing."

"And what's it all for if I end up alone?"

Source chuckled slightly, "Ben Tennyson all alone… I never thought I'd hear those words used in the same sentence. Ben you are an amazing child and I watched you grow from this child into a man. Yes there will be hardships in your life, some of which may seem bleak or unwinnable but, I'm going to let you in on a secret…"

Ben raised an eyebrow, "What?"

"Ben Tennyson is _never_ alone, even when you lost everyone in your family, you still had Paradox who, trust me, isn't going anywhere. Let's say you do lose all those you hold dear, that's what makes life so interesting, you will always find someone new to love."

Ben had never had a question answered so perfectly, he stepped back in awe for a moment.

"You asked the creator of life a question about life, did you expect a different answer or the question to be unanswerable?"

"Maybe a little of both?"

"I'll send you back to your Universe and I certainly hope that this talk will set you back on the right path." Source looked at Ben who smiled in response.

"Thank you and it has."

"Remember Ben, I created life because it's not about where you end up or who you end up with, it's about how you end up there in the first place. Keep that in mind when things seem down."

"I will, Thanks." Ben smiled brightly and closed his eyes. He was expecting the warm blue feeling he gets when teleported by Paradox but instead he felt nothing. He slowly let an eye open and noticed he was in the center of Mount Justice.

"Eh? I thought he'd send me back to the Tower."

"Ben?"

Ben turned to face the source of the voice to find himself face to face with M'gaan, Conner, Wally, Kaldur and Artemis.

M'gaan rushed to Ben's side embracing him with her enhanced strength. "M'gaan! Air!" She chuckled lightly before releasing her grasp on him.

"Sorry, no one has seen you in days! Where have you been you jerk?" M'gaan punched him lightly in the arm and looked into his eyes; they were the same green they had been when he was born except they were different somehow. The darkness looming in the back of his pupil was gone, he seemed happier.

"What happened to you?" Wally questioned noticing a difference in his tone and attitude.

"I had a chit-chat with God and he gave me some advice. I learned a few things and I think Im done worrying about what might happen and focus more on what's happening in the now." Ben smiled and heard a whizzing of sorts from across the room, like an object moving at a high velocity

Veronica flew across the room slamming into Ben and tackling him to the ground while mounting him as she did so.

"Ben! It's been forever!"

"It's been six days!"

The team chuckled as Dick left the room in the far corner with a grim look on his face.

"Boy wonder? It's been far too long," Ben chuckled as he greeted his friend and simultaneously stood to his feet.

"Ben? Where have you been?"

"I'll fill you all in on the details later but for now lets go do something fun!"

Artemis stepped out in front of the group of heroes, "I have a suggestion." She pulled her brown jacket aside and revealed a pocket on the inside of the material; she pulled a zip-lock bag out with what looked like a pile of green leaves.

"Is that… _weed_?" M'gaan asked in a hush tone.

"You know it! Let's go down to the beach and give it a lite."

Wally sighed, "Everyone with an advanced metabolism that isint effected by average drugs raise your hands," Wally raised his hand followed by Conner and Kaldur who both raised their hands in dismay.

"Well that sucks but im in!" Ben cheered as M'gaan perked up a bit.

"Well if Ben's in than I'm in!" She shouted receiving shushes from the entire group.

"What about you boy wonder?" Artemis asked as he smiled and waved them off.

"I would love to, trust me but, Batman banned the stuff so I should probably just keep these three whack-jobs in check," referring to Wally, Kaldur, and Conner who looked away and chuckled.

"Suit yourself then," Artemis walked away followed by Ben and M'gaan.

Conner leaned into the small group that was left, "Have any of you ever tried that stuff?"

"I did but once I got my powers I couldn't get high anymore, shame really. It was a lot of fun." Wally answered.

"Is it really worth all the trouble the government gives people over it?" Conner asked as he remembered all the laws against Marijuana programmed into him by the G-gnomes.

Wally sighed as he walked over to the couch and grabbed a controller, "Not even slightly."

…

Artemis sat on the beach with a notebook on her lap and a mess of tiny green leaves spread across it. She rolled the leaves into a single paper and marveled at her creation.

Ben and M'gaan sat closely next to each other juxtaposed to Artemis who looked out at the Moon's reflection on the Ocean.

"I only ever smoked once with my friend Kevin and my cousin Gwen… not really sure how this is supposed to work." Ben sighed as Artemis placed the 'joint' in her mouth and lite the end just like you would a cigarette.

She spoke with smoke coming from her mouth that glistened off the Moon's lite. "Just inhale and pass it on," Artemis handed him the joint and smiled slightly.

"Well here I go," Ben took his first inhale as he starred out into the ocean and watched it all become more beautiful than he thought possible. It took only a minute for his mind to alter and his perspective to shift.

"When a mugger gets lucky and gives me a bruise or a cut, this usually helps me relax." Artemis smiled and watched as M'gaan stared at the joint in her mouth the entire time she inhaled and began coughing immediately.

Ben laughed at this more than it was worth due to his state of mind and M'gaan could immediately feel the drug lessening her grip on her mind, not to say she went insane, she simply let the higher functions take a break almost like sleeping except awake.

M'gaan leaned her head into Ben's lap and starred up at the stars, "Do you think we're alone in the Universe?" she asked after Artemis tossed what was left of the joint into the sand and laid back looking up with her.

"Aren't you a Martian?" Artemis proposed as she starred up at the stars and noticed how good everything felt.

"Oh yea, I forgot." M'gaan stated allowing herself to snuggle deeper into Ben's lap.

Ben sighed, "Did you know Superman can survive inside a Supernova?"

"Yea, why?" Artemis asked as she turned her head to meet Ben's.

"That's crazy it's like a thousand megatons of force right?" Ben asked squinting as he looked at her.

Artemis laughed and looked at Ben with squinting eyes of her own, "Ten octillion megatons actually…"

"Whoa that's a lot more than I thought…"

…

Batman walked in through the corridors to find Wally, Conner, Kaldur and Dick cheering around a television screen with drinks and junk food placed out in front of them, half of the screen portrayed a video game and the other was a Basketball event of some sort. The dark knight smiled very slightly, he couldn't help but feel joy seeing the teens moving on from the mistake he had inadvertently caused.

"I heard Ben was back, where is he?" Batman asked in his demanding tone and every one of them froze with junk food hanging out of their mouths and the game still playing in the background.

Dick was the first to swallow his food, "Uh, he and M'gaan went out with Artemis to uh…" Dick looked over Wally who chugged a soda in a second to get the food down comically.

Wally cleared his throat and spoke up, "To double date with one of Artemis' friends that she's been talking to uh romantically."

"Which restaurant? It's urgent."

"He didn't say," Conner said nonchalantly.

Batman growled and walked away without another word.

They all looked to Dick who could read the Bat very well, "I'm sure everything is fine, he probably wants some more details on Vilgax that's all."

…

 **Downtown Metropolis; 2:47 A.M**

Albedo sat on a bar stool with empty shot glasses piled up around him, the bar he was currently in was a dive-bar. It had burley men playing pool and other men snorting meth off of a mirror, every end of the spectrum occupied this bar.

Albedo looked up at the attractive bar-tender who only raised an eye brow at him, "What?" she asked.

"Has a species ever been so ironically ignorant that even when you associate with their most brilliant minds, you still have to drink this disgusting substance to understand them?" Albedo burped slightly before taking another swig of his Whisky.

"It's called being human, it can suck sometimes darling."

Albedo sighed, "I'll say,"

"Hey!" A man entered the bar and immediately saw the source of his anger. "That's _my_ bar-stool!"

"Don't see your name on it," Albedo spoke as he took another swig of Whisky.

The man approached Albedo and as he grew closer, his height and strength became more evident as he now stood a whole two feet taller and wider than Albedo. "I'll say it one more time, your sitting in my bar-stool, if you wanna wake up tomorrow than you'll get up."

Albedo rolled his eyes at the bar-tender who worriedly dried an empty glass. The man put his hand on Albedo's shoulder and there was a flash of movement that no one could follow. Albedo grabbed the man's wrist and twisted it in the perfect way so that the man was brought to his knees in agony. A pipe swung in his direction but Albedo simply grabbed it with his free hand before breaking the man's wrist with the other.

"Are you okay, boss?" one of the men behind him asked as a pipe was slammed into his nose and crotch near simultaneously. A gun was placed to the back of Albedo's head but before the thug could even process, Albedo had ducked under the range of the gun, grabbing and disarming him leaving only the thugs finger left stuck in the trigger, Albedo pulled and slammed the thugs head onto the bar while flipping the gun into the air, kicking another thug across the room and taking his gun. Albedo caught the gun mid-air and raised both firearms at the only two oncoming thugs left standing.

Everything was silent, the meth-heads stopped snorting, the biker crew stopped playing pool and even the hardcore alcoholics put their drinks down. Albedo burped and lowered his weapons only slightly before shooting both of them in the knee caps accurately.

Albedo turned around for only a second before he whirled back around at astonishing speeds and caught the shaft of an arrow only an inch from his face.

Green Arrow stood at the doorway as he slowly lowered his bow in disbelief. "Well, shit."

"Yea you had one job…" Albedo immediately allowed his Ultimatrix to shift his DNA into XLR8's. "Knowing this primitive species I'm guessing your pack isn't far behind?" Albedo let his face guard slide down as he ran past the emerald archer in a red blur.

As he exited the bar, he took a sharp left and blew apart every car in the area by immediately sifting from his minimum speed to Mach Ten in a single moment. The sonic boom was followed by two more who trailed XLR8 with their own trail of red and blue.

"Are you on him?" Batman asked through a communicator in their ears.

"Yea, does Ben have an alien this fast? Because I'd love to race him some time." Flash asked as he ran beside the man of steel.

Superman broke a slight sweat as he stopped running and began flying next to his friend and partner. "We know we're the only two fast enough to keep up with him but just how fast is this guy?"

"Normal XLR8 clocks in at Mach Thirteen but that's just as fast as Ben has gone." Batman informed them.

They raced down streets and across cities but everything changed when they approached the coast line, without fear of tearing cities in half, Superman and Flash sped up accelerating their velocities to over Mach Twenty immediately putting them besides Albedo as the ocean underneath them became evident.

Looking besides him and noticing the two out-reaching superhero's did actually pose a threat so, he flashed.

The red light caused even Superman to cover his eyes as a now red and white creature was effortlessly running besides them. He smiled and his visor slipped down as a boom of speed raced across the waters, at nearly one percent the speed of light, Albedo could travel at Mach Nine Thousand… Superman stopped in his tracks and watches as Flash and Albedo sped ahead of him.

"Run, Barry, Run!"

Flash ran besides Albedo easily moving at the same speeds as the alien, knowing that no amount of pure speed would allow Albedo the victory over the Speed Force, he skated across the waters nearly halting all together, Flash followed maintaining eye contact the entire time.

The two speedsters raced towards one another at such speeds that their mere presence caused a cyclone of ocean water to form around them. They traded blows, each gaining solid hits. The Flash needed to end things, so he charged up his most powerful attack. He began vibrating his fist with every strike his hands gained more and more mass.

The Infinite Mass Punch was an attack develop by Barry himself and the attack is pretty straight forwards, the faster an object moves the more mass it attains, the speed of light is dictated by the fact that once you reach that speed you lose all mass. So Barry vibrated his fists to just under Light Speed. Ninety-nine percent the Speed of Light, his fist weighed that of around a White Dwarf Star and hitting with this mass was like punching with the force of the Solar System.

Flash raised his fist to strike as he danced across the water with Albedo, he struck at air multiple times, and he could feel the atoms being scorched by the speed and power behind every hit. But Barry slipped up, he accidently allowed his fist to connect with a drop of water.

The attack exploded with the force of ten thermo-nuclear bombs, an attack that sent Tsunamis out for over thirty miles, they just so happened to be over a thousand miles from land but the point was that the time needed for that power to detonate was more than enough for Albedo to escape but also enough for Flash to escape as well.

…

Mount Justice; 4:18 A.M

Ben barged into the main hall of Mount Justice where Flash's arm was being bandaged for a slight burn. Superman, Batman, Wonder Woman and Green Arrow where all surrounding the Flash but turned to meet the eyes of the person had interrupted them.

"What the actual hell?" Ben shouted as he walked up to Batman and looking him in the eyes, "Why wouldn't you tell me you found Albedo?"

"Are you high?" Oliver asked receiving looks from the other members, "What? I had a lot of experience in my youth, so sue me."

"Ben?" Wonder Woman said calmly, "What did you do?"

"That doesn't matter! Who do you think is best to fight the guy with all my powers? Superman?"

"I was looking for you, but you were apparently too busy killing brain cells to fight evil. We had one shot and you weren't around, you blew it." Batman stated.

"I blew it? Did you think maybe putting a tracker on him was a good idea? You do realize his human eyes can't match Flash's speed right? You could have placed the tracker without him even knowing!" Ben crossed his arms and grunted.

"We didn't want to risk causing a fight in the middle of the city…"

"Oh! But setting off a nuclear bomb in the pacific was a better plan? The environmentalists are gonna be all over you guys now!" Ben complained throwing his hands into the air.

Flash pulled his mask back revealing a mess of blonde hair and a few bruises and cuts on his face, "My bad, that ones on me."

"Next time you wanna fight someone with more abilities and power than you guys can even imagine, try calling me first! I own a cellphone you know!"

Ben whirled around walked out of the room where silence followed him, he walked past the loud games and cheering teens and into the kitchen where M'gaan was sprawled out on the counter eating potato chips and Artemis searched the fridge.

M'gaan noticed the distress on Ben's face and extended her hand, her eyes still red and low from their time on the beach, she smiled, "Chip?" the sound was muffled from the chips currently in her mouth.

Ben looked away before glancing back slightly, "Yea gimmie that," Ben got on the counter next to her and started stuffing chips into his own mouth.

…

This episode had a less gritty theme but it did contain some drugs and under aged drug use so I'll make this clear…

DO NOT TRY THIS AT HOME

Even in states where Marijuana Use is legal even recreationally, it is still illegal to smoke under the age of 18. I am in no way condoning under-aged drug use.

If you feel offended by the drugs used in this chapter… go write a book about it, **I don't care about your opinion on the subject**. Teenagers will do these things but the age the show is meant for would never show these things so I decided to shed some reality on it.

Like, Review, Share and Enjoy!

The more you review the more I update so if your reading this and wondering "why hasn't he updated in X amount of days?" than go in the box below and tell me what you thought about the chapter and maybe some ideas for future chapters… I'm all ears!


	17. Harm

Disclaimer: I don't own Ben 10 or Young Justice

 **Harm**

 **October 31** **st** **Mount Justice 11:47 A.M**

It had been two weeks since Ben had talked to Source; things went on per status quo. Conner had an interesting adventure with some 'forever people' but he was selfish with the details, bottom line is the Sphere that Ben and M'gaan had discovered in Bialya can shift into a flying motor cycle. It was a strange two weeks.

Ben was now required to participate in training and he actually didn't mind, he had slept full nights since he talked to god and any leftover stress was easy to work out during training. Black Canary hit a lot harder than Kent's cane though and Ben could tell.

Ben had been doing personal training with Black Canary; he didn't need to but after hearing about Albedo and his apparent skill in hand-to-hand combat, Ben felt it was worth the extra effort.

Ben had long since removed his shirt due to the amount of sweat he was producing, he swung his dual bamboo sticks through the air as best he could but to no avail, each one was deflected by Canary's own sticks. They practiced and Ben would be allowed to graduate to faze two of combat training once he was able to land a strike on Canary. Things were… unsuccessful.

Ben met every one of Canary's strikes until she whirled around and side-kicked him across the holo-ring.

"I think that's enough for today," Canary determined lowering her weapons and wiping the sweat off on her black sports-bra.

"Yea I only face planted six times this time, that's a new record," Ben chuckled as a bright red alert came up on the holo-screen in front of him. "Proximity alert? Someone's in the cave?"

Canary pulled the holo-screen up in front of her, "That's the Planet's proximity alert not the Cave's. Ben there's an object hurtling towards Metropolis at Mach Three Hundred, if someone doesn't stop it than it could level the entire city!"

Ben didn't need to hear anymore, he rushed to the zeta-tubes transporting him to Metropolis in nearly an instant. He immediately transformed into XLR8 and slammed the Ultimatrix a second time for good measure, shifting him into Ultimate XLR8.

The speed demon raced across the city and cannonballed into the bay just outside of the city limits.

At first there was silence as the object grew closer to the City it was now more than visible in the sky as a burning chunk of metal now raced towards a populated city.

A green glow illuminated the entire bay as a massive white humanoid arose from the water and placed his hands on his forehead, he planted his feet into the mucky sand and braced himself for the worst head-ache he would ever have.

The object slammed into Way Big's palms and pushed him back nearly causing him to destroy the bay, the object cut a deep wound into Way Big's hand and even gave him a bruise on his forehead but, the city was safe and everyone was alive. Way Big looked at the object in his hand and pulled it out of the wound it made in his palm. **"A ship?"**

"Ben!" Superman shouted flying up to eye-level with Way Big, "I was dealing with a Tsunami in Taipei; Thank God you were closer than I was."

" **I think it's a ship, gave me a gnarly cut."**

"Put it down on the docks and I'll take it back to the Watch Tower."

" **Sure thing."**

Way Big slowly put the ship down on the docks and slapped the Ultimatrix with his good hand, XLR8 emerged and made his way back to the Zeta-Tube.

…

Mount Justice 6:36 P.M

"Has anyone even thought about looking inside?" Ben asked as M'gaan bandaged his wound.

Red Tornado stepped forwards upon hearing his question, "I was told by The Superman to keep you informed if they were to discover any new information regarding the Alien ship that arrived this morning."

"I'm the one who caught it; I should be the one there to see them open it!" Ben demanded causing M'gaan to accidently graze his wound.

She chuckled slightly as Ben winced in slight pain, "Quit fidgeting would you?"

"It's kinda hard with the whole, "aliens might invade" thing swirling in my mind."

"Well we are going to have a great time at the Halloween Party tonight," M'gaan finished wrapping Ben's hand and slide to the side so that Ben could feel the bandages to make sure they were secured.

"I could've lost my arm," Ben chuckled as M'gaan wrapped her arms around his neck, "But I think I should skip out on the party, I'm not in the mood to be partying, im more in the mood to kick some ass."

"Ass kicking doesn't get you laid afterwards, does it?" M'gaan shifted into a coy smile.

"Depends on whose ass you kick, and I'm pretty sure he heard you."

Tornado stared at her with his stoic expression and turned to face the holo-computers once again, "I am told coitus is a show of affection between human's who are in 'love'. So it should not be embarrassing but rather proof of a healthy relationship."

M'gaan blushed deeply and stepped back slightly, "Yea, I guess we're pretty healthy then… hehe."

Ben chuckled as Artemis and Zatanna stepped through the Zeta-Tubes dressed as a Vampire and Witch respectively.

"Hey Zatanna, nice out-fit, was the Witch look too ironic to pass up?

"Ironic and adorable, couldn't resist."

Ben smiled as they chatted but was cut-off by M'gaan rewrapping her arms around his neck and kissing him deeply, "Well I have to go find my hair-piece, it goes great with the Zombie Bride look I've got in my head." She pranced away and towards the corridor when Ben noticed that Artemis now had an angry look on her face and Zatanna followed her into the Zeta-Tube where they disappeared.

"Oh boy, tell M'gaan I went ass-kicking!"

Red Tornado looked at him briefly before responding "Affirmative."

…

Artemis raced through the city along-side Zatanna with their own motorcycles tailored to their personal preference, for example, Artemis' was built with an accurate auto-pilot device so that she could simultaneously shoot arrows and drive.

They raced passed burglars and purse snatchers sending arrows accurately disarming or knocking them out.

"Artemis talk to me! You seemed more than angry to see M'gaan and Ben together, seriously just admit you like him and we can work through it." Zatanna spoke through her helmets communication system as Artemis turned a corner.

"I didn't like him! I _don't_ like him!" Artemis repeated, "I just need to work out some stress."

"Yea, stress clearly caused by seeing a guy you liked kissing another girl."

"That isn't what happened!" Artemis stated as she pulled up next to a museum where abandoned cop cars were parked outside. "Whatever happened here is over, let's go."

"Not so fast, Harm is intrigued by its apparent skills."

Artemis turned to the rode where a man in a long teal trench coat and exposed abdomen stood, his skin was as white as paper and his hair was long and dark and reached passed his shoulders. He wielded a sword in his right hand and in his left he brushed his hair behind his ear.

"I know its Halloween bub, but I'm seriously not in the mood for 'trick-or-treat' got it?" Artemis replied stepping off of her motor-cycle and taking her helmet off.

"Harm knows the irony of this night, but it assumes too much, Harm looks for neither tricks nor treats, Harm only searches for a worthy 'it' to test his powers on." Harm pulled the sword from its sheath and slung the creepy holder over his shoulder, the blade cackled with orange electricity.

"Artemis be careful that looks like-" Zatanna was too late as a bolt of orange lightning struck her motor-cycle and caused it to explode on contact. The explosion pushed Artemis to the ground only a few feet in front of Harm.

"Harm sees no worthy opponents here, his time is wasted."

Artemis clenched her fist and stood to her feet, "I'll show you wasted!" She pulled her bow out and pulled an arrow back on the string unleashing a barrage of arrows prepared to kill. Each one was either dodged or sliced in half before it reached its target.

"Well, shit." Artemis muttered under breath as Zatanna stepped forwards and a raised her hands.

"Tɘɘʇ ƨiʜ dɒɿǫ ƚlɒʜqƨɒ ɘʜƚ ɘʞɒm" the asphalt underneath Harm morphed into two hands and grabbed hold of each of his feet.

"Skills Imply instruction from Green Arrow and Zatara, offing these two will be proficient practice in dealing with their mentors," Harm easily swung his sword and cut through the asphalt walking forwards without issue.

"Oh you did not just threaten my dad!" Zatanna grunted as she raised her hand towards the motor cycle fire burning behind them.

"Mih dnuorrus erif eht ekam," the flames danced to life, immediately growing and surrounding Harm. Artemis and Zatanna turned on their heels and began running towards an ally way as Harm walked through the flames with no apparent injury.

"Harm is not impressed, it need to do better."

"We get it! Your name is Harm!" Artemis yelled sending an arrow behind her hoping for it to at least distract him but alas it merely whizzed by his face, he continued walking without even flinching.

"Geronimo! Artemis looked up with haste to find Ben flying through the air feet first.

"Ben?" She asked as his foot connected with Harm's chin sending him flying through the air and into a building.

Ben landed on his feet and smiled brightly, "Before you ask, I totally wasn't following you."

Artemis put her hands on her hips and turned around, "We don't need your help." She declared.

"Well since he sliced your arrows in two like they were made of Styrofoam, I decided to step in anyways… Look whatever your issue is with me; we can settle it _after_ we deal with 'magic-sword guy' deal?" Ben asked as Harm stood to his feet and dusted his coat off.

"Harm has seen you on the news, defeating you will be a sufficient feat to prove Harm's own power."

"Oh _so_ not happening," Ben slapped the Ultimatrix and emerged as Heatblast.

"The sword of Beowulf has many abilities, being durable to fire of all things is one of them. To think it thought it could defeat Harm with such a pitiful-" Harm couldn't finish his sentence as he was engulfed in a massive wave of fire.

Zatanna looked over to Heatblast with a questioning look, "What? He talks way too much." The burning man stated "Besides even Superman would have trouble with that heat, there's no way he…"

Harm walked through the flames like they weren't even there; he twirled his sword and whistled as the heat bombarded his body.

"You were saying?" Artemis added as she raised her bow to eye level.

"I've been wrong before, but there's more than one way to crack an egg." Heatblast focused his flames on the asphalt easily melting it and causing it envelope Harm's feet completely, Harm tried to walk through the burning tar but as it quickly hardened, it became near impossible to move in.

"Now what?" Artemis asked as a green flash filled her vision and a normal Ben Tennyson sped forwards grabbing them both by the hands and pulling them down the ally.

"Now, we run!" Ben shouted as Harm angrily cut through the asphalt freeing his feet.

Once Ben had successfully pulled Artemis and Zatanna up a fire-escape and onto the roof of an apartment building, he noticed a girl in a blue dress. She was pale and her blonde hair caught his eye more than anything, she stood three buildings away waving them over as if inviting them to follow her.

"Uh guys, friend of yours?" Ben pointed over to the girl who allowed them to see her before disappearing behind a vent.

"Never seen her before, but facing the alternative of decapitation, I'm all ears on other plans." Zatanna spoke with haste as she saw Harm approaching the fir escape. "Oh no you don't," Zatanna lifted her hands and waved them around the fire-escape.

"Epacse-erif siht espalloc," the screws that secured the fire-escape immediately sprung from their positions collapsing the entire structure on top of Harm.

"That should slow him down," Ben stated as they began running across the roof top.

After jumping across a small ally-way and landing on the building juxtaposed to the one they leaped from, Ben turned and saw Harm casually standing on the roof beside them.

"He's fast I'll give him that," Artemis let loose a barrage of arrows which were either dodged or sliced in two.

"The it's run from Harm but, inadvertently draw close to home. How amusing," Harm swung his sword in their direction unleashing a wave of energy knocking all three of them on their backs.

Ben slapped the Ultimatrix, revealing Diamondhead in his place.

"No matter of alien ability can defeat the mystic might of Beowulf," Harm shouted as he raised his blade into the air and allowed its orange glow to illuminate the roof top.

Diamondhead smiled before forming both his hands into long blades, "Yea I heard you the first time, let's see some action to go with that big mouth."

Harm frowned and charged Diamondhead; their blades clashed and caused sparks to fly through the air around them. Diamondhead attempted to slash at Harm's chest but the mysterious man avoided the attack and spun around with his blade slicing at the aliens arm. Diamondhead backed up and unleashed a blast of rainbow colored energy which Harm countered with orange lighting, his magical energy pushed through Diamondhead's energy and blasted the alien onto his back with a green glow, Ben returned to the battle field with a groan as he sat up.

Zatanna could have sworn she saw a light bulb appear above her head as she realized the origin of the sword, "Guys! That sword, it runs on Chaos Magic, a very powerful and forbidden type of sorcery that hasn't been seen in centuries on Earth, the only ones seen using it are Lords of Chaos."

Ben turned to face her as Harm stood admiring his blade and listening to their conversation, "Like Klarion the Witch Boy right?"

Zatanna turned, "You've met?"

"He killed my mentor so yea, we've met."

"Harm has lost interest in its petty drama; the time to die has come." Harm raised his sword and was about to slam it into the ground when Artemis shot an arrow at his face. He caught it easily but, Artemis advanced still.

She unleashed arrow after arrow at both close and long range, he either dodged or caught each one. She let all her stress out as she attempted to strike him with her physical skill, it mattered not as he took his dagger from his jacket pocket and slit the strings to her bow, then he broke the bow in half with little effort.

"So do we just let her do whatever?" Ben asked as Artemis was tossed aside with ease.

Harm launched his dagger in Ben's direction; he moved his head to the side narrowly dodging the weapon as it left a small cut on his cheek.

Ben focused on his hands and felt his Mana building; his fists were suddenly covered in a teal glow. "Let's play without the toys, shall we?"

"It attempts to bait Harm into dropping his weapon? Very well, it has no chance either way." Harm dropped his sword as it dug itself into the concrete of the roof top.

Ben leaped forwards fists first, he threw jab after jab, cross, hook, round-kick, side-kick, each enhanced by his Anodite powers. Not a single attack made contact, even with two weeks of training from Black Canary, he couldn't land a single hit on this guy. Harm chuckled and grabbed Ben by the wrist before spinning him around and kicking him in the back sending him face first into the ground, he might as well have been eating gravel as his face was dug into the roof top.

"The its amuse Harm less and less as the night passes." Harm looked around for the moment and then down at the ground, "What trickery? The its state they know not of Harm but then they align themselves on the roof of his very own domicile!?"

Artemis got to one knee and looked up at Harm, "This is your place?" Her thoughts were cut short as Harm kicked her across the face knocking her aside.

Zatanna, who had been zapped by Beowulf when trying to wield it, stood to her feet and attempted to speak a spell but the words were lost as Harm launched himself in front of her and within seconds and knocked her unconscious.

Just before she fell unconscious, Artemis noticed the girl from earlier, standing behind Harm, looking on in disappointment.

...

When Artemis awoke she was in a dark room, with nothing but a small twelve-inch TV set up in front of her and the chair she sat on. Harm came from behind her and turned the TV on showing Zatanna and Ben tied up back to back in another room.

"How did the its know?"

Artemis raised an eyebrow, "Know what?"

"You arrived on Harm's roof-top, this is no mere coincidence, how did the its know of Harm's house?" Harm walked around her and knelt down in front her showing his back to the TV, "Telling Harm will ensure its own quick demise."

Artemis noticed the girl from earlier in the room with Ben and Zatanna slowly approaching them, "You should know! She's your partner!"

Harm raised an eye-brow in confusion, "Harm's heart is pure, and he works alone."

…

The girl walked over to Zatanna and ripped the duck-tape from her mouth and allowed her to speak an incantation that removed the rope from her and Ben.

They both stood to their feet and immediately faced the girl, "What first you get us captured and then you free us? What's your angle kid?"

"Secret," the girl muttered.

Ben raised an eyebrow, "Do you know Harm? Does he have any weaknesses?"

"Secret," the girl muttered once again.

Zatanna sighed, "We don't have time for this! We need answers kid!"

"Secret."

They both groaned and analyzed the room slowly; the only other thing in the room was a perfectly made bed. It sported a pink comforter and fluffy pink pillows; beside it was a night stand with picture frames and ordainments decorating it nicely. Zatanna slowly walked over and picked up a picture from the night stand.

The picture was of a young blonde girl hugging and laughing with Harm, except Harm had a tan and was genuinely smiling like he was a nice person, which he portrayed otherwise.

"Is this you?" Zatanna asked as she showed the girl the picture.

"Secret."

"Are you friends with this psychopath?"

"Secr-"

"Secret, right naturally!" Zatanna exclaimed tossing the picture onto the bed nonchalantly.

…

Harm paced in front of Artemis as he assessed the situation, "It seems convinced that Harm had help, this seems-"

Harm turned and saw the room with Zatanna and Ben in it completely empty, the rope discarded to the ground.

"Trickery!" Harm rushed across the hall and into the room where he found it was true, they were gone. When Harm approached the door once again he found Artemis standing with her miniature cross-bow aimed at his head, the arrow fired and Harm narrowly dodged it.

Ben, Zatanna, and Artemis ran down the stairs and into the kitchen area. Ben placed a Mana shield at the top of the stairs where Harm began slicing, he destroyed each shield with a single slice but he was in fact slowed down.

By the time he got downstairs, he saw only Ben leaving the building through the back with Artemis' cross-bow in his hands; he fired a single arrow which Harm caught easily. Ben slammed the door as Harm looked around and noticed the ovens wide open, the gas was heard leaking slowly into the room and at the last second a small flame appeared at the tip of the arrow he caught.

"Oh those little-" the explosion rocked the entire building, any normal person would have been disintegrated by the blast, the windows were blown out and the entire downstairs area was in ruin.

Ben stood to his feet and looked around, he was in a yard of sorts, it was very small and didn't have much to offer. There was a rusting grill covered in the corner, a dripping hose that seemed unused and weeds growing from every possible area. The one thing that caught their attention was the grave stone that read…

"Here lies Gretta; beloved sister." Zatanna read aloud.

As she finished her sentence, the girl from earlier fazed through the ground and stood on the unearthed pile of dirt.

"Wait? You're Gretta? And you're dead?" Artemis asked as she took a step back.

Instead of her trademark response, Gretta simply lowered her eyes in shame.

"Who did this to you?" Zatanna asked.

Gretta raised her hands and in her palms formed Harm's dagger.

"He did this? TO HIS OWN SISTER?" Artemis nearly lost it; her anger was brimming already from being constantly outclassed by Harm but to think that he would do such a thing to his own family? She wanted to vomit more than she wanted to kill Harm.

Just as this thought crossed her mind, the door broke from its weakened hinges and fell to the ground, "You defile Harm's holy place?" he shouted pointing his sword at the intruders.

Ben stood passively by as they argued, he had no words to express what he was feeling at the moment.

"Us? You did this! And to your own sister!" Artemis shouted at him causing Harm to smile slightly at her. "You're proud of it, aren't you? And you had the gall to write beloved."

"Not gall, truth! Gretta was the only thing Harm loved, so she had to be removed from the equation, excised like an infection, to make Harm's heart pure!"

Gretta rose from her own grave, looking into Harm's eyes as he took a step back. Harm shivered before smiling, "Ah, it casts another illusion spell."

"Except I didn't speak, and Harm knows it can't cast a spell without speaking." Zatanna was the one with the coy smile now as Gretta walked past the three teens and towards Harm.

"That's impossible," Harm said as he raised his blade at Gretta who walked through it and allowed it to pultrude from her back, "I'm not sorry! I'm not!" Gretta said nothing as she looked on in disappointment and anger, she reached for his chest and grabbed the glow that had been emanating from his heart the entire time, and she pulled it out and allowed it to disperse.

Harm immediately fell to his knees but rose again and attempted to cleave apart Gretta's image but didn't get far as he could no longer lift the sword.

Artemis smiled, "Face it Harm, you wanted to know how we found this place? Your secret is out!"

"No! Harm's heart is pure!"

"No, it isn't," Ben muttered as he stepped forwards towards Harm. "You killed off your own family?"

Artemis and Zatanna gained worried looks, this type of trauma seemed like it was specially tailored to pull on Ben's heart strings.

"I had to be pure! I needed the sword to accept me! I had to be pure for the sword to accept me!" Harm shouted as he attempted to lift the sword but instead, it shocked him and sheathed itself back in its seal and dug itself into the ground waiting for the next wielder.

"You killed your sister for a stupid sword?" Ben reached down and grabbed the sword's hilt. It glowed for a moment but it began to hum to life as Ben pulled the sword from the ground. He unsheathed it as it now glow a bright blue color opposed to the sickening orange from earlier. "I lost my entire family for no good reason! And you offed her for a sword?"

Harm fell back and backed himself into the doorway, "Please, I'm sorry!"

Ben raised the sword above his head and allowed the teal electricity to sure around him, the blue glow in his chest emanated with more power than Harm ever possessed.

"I could kill you like you killed her! I could end you! But then I'd be like you… unworthy to wield this sword. You sicken me but death would be too good for you, and I don't want it on my conscious." Ben lowered the blade and placed it to Harm's throat as he cowered in fear and sweat visibly fell from his head, "For the rest of your long, pathetic life, I want you to pray for the good mood I'm in and if I ever see you outside Belle Reve, I **won't** be so kind." Ben sheathed the blade and swung it around his shoulder.

Gretta was amazed but said nothing as Harm cowered in the corner pleading to himself for Ben's 'good mood'. Ben approached her and she smiled slightly, "We'll give you a proper burial, I promise." She smiled up at him and nodded her head before fazing back into the ground.

Police sirens whaled in the background as they grew closer and closer, "We should probably split, we _did_ blow up the kitchen."

"Are you gonna keep it? The sword I mean…" Artemis pointed at the sword on Ben's back.

"Just because I'm pure of heart doesn't mean I want this thing, besides I don't know why it thinks I'm pure of heart, I've got plenty of demons that I struggle with."

"Well I think you're pretty pure hearted if you ask me," Artemis added as they walked out of the house and towards the street.

…

November 1st 12:47 A.M

The entire team was gathered in the main hall of Mount Justice as they talked about their nights.

Ben walked past them and placed the sword on the ground gently, "So you guys are saying Ben is completely pure of heart? Like completely?"

Wally chuckled, "I don't buy it, I mean think about it. Everyone has skeletons in their closet right?"

Ben let those words echo in his mind… he couldn't be completely pure of heart, could he?

…

Somewhere in Deep Space

A massive violet portal opened up and spit out a massive war-ship of some sort. The ship was miles in length and width and could easily destroy a Planet if need be. The ships engines were sparking and the eternal crew was in mayhem as they rushed to fix every little thing wrong with the ship.

A red and black drone approached the figure at the head of the ships controls, "Master, the damage to the engine is minimal, the weapons are down aside from the main canon and there was an error with teleportation device."

The ominous figure looked down on the foot soldier that seemed to be nervous just by being in the figures presence.

" **How big an error?"** the figures deep voice bellowed in a mumble but it was still audible enough to understand.

"Please excuse the bad news, oh great master but, it seems we appeared several light-years from the intended target."

" **How long?"**

"To return to Earth? Two full months by my calculations," The soldier prayed for his life as the figure raised his massive claw signaling the soldier to continue. "The damage done to the ship needs to be repaired and the distance alone is significant enough, we should arrive just in time for the Earth's 'New Year' celebration, Master."

" **Let the Universe howl in despair for I** _ **have**_ **returned! Ben Tennyson will fall to my feet and as I slaughter his loved ones in front of him and destroy his new world, he will beg me to spare his life and after I have ripped the life from everything he holds dear,"** the figure rose to his feet and allowed his warped and scarred skin to become visible from the distant star light, **"I will rip his arm from its socket and hang it on my trophy wall."**

…

Ooooooooh Spoooooooky…

Yea I wanted to have these episodes match up with the actual seasons and holidays but it doesn't look like its going to happen…

HOWEVER, I do plan on having the last chapter of Season 1 up by New Years. So it should kind of match up that way…

Foreshadowing? Duh…

If you didn't get who that was in the end than you are either an idiot or a fish. Either way you wont get the plot.

…

REVIEW seriously some of you reviewed and it actually pushed me to get started on this chapter ASAP…

To answer some reviews…

" _ **I got to say I have read ever JL & YJ Ben 10 fan fic and I got to say you should do better the chapter wasn't that bad but kinda boring and really weed ? Now we all know how immature you can be" – 321crobat**_

 _Well Mr. Crobat… you are reading a Ben 10 Fanfiction so… I think we're all a little immature here and BTW in REAL life, teenagers smoke weed, its an experience that most teenagers these days get to have… I am 17 years old and I get stoned more often than not so, its called_ _ **reality**_ _and you not accepting it is a little more immature than I._

" _ **Wow, the teens actually smoked weeds. What's next? Lemons?" – ImmaSupa Star Girl**_

 _No lol I would have to change the rating and plus lemons are just for people who cant get laid on their own XDXD the answer is No I wont be writing lemons, BUT THANK YOU because you have been reading AND reviewing my story since the beginning so THANK YOU._

" _ **Okay this was awesomely funny also did you get the ten octillion from the Superman vs. Goku fight?" – Gamelover41592**_

 _XDXD You caught that huh? Lol that's where I learned the number but I wasn't thinking of that *false* DeathBattle when I wrote it XD…_

 _From now on I will answer three reviews in the end of each story, maybe it will motivate you guys to review more!_

 _If your review didn't get answered, try not making it too long or at least make it relevant to the story._

 _TILL NEXT TIME._


	18. Cold Hearted

I don't own Young Justice or Ben 10.

 _ **Cold Hearted**_

 _ **...**_

 **Bellwood; 1 Week Ago**

Alarms blared across the city representing the panic that flushed throughout the entire Planet. It had been hours since the fleet first arrived in Earth's orbit and only minutes since the pink Mana shield that surrounded the Planet was shattered.

The world's leaders prepared their armies and armed their nuclear arsenal; it made them feel safer although, if they knew how small that power was in comparison to the massive warships at their doorsteps, they wouldn't be so naïve.

Inside the Plumbers Base, deep in the heart of Bellwood, a woman stood looking out at the fleet that was visible in their skyline. Her grey hair fell to shoulder length and her dark blue robe was torn, her skin had aged not due to the passage of time but the amount of energy it took to hold the shield for even that long. She was wrinkled, tired, and out of Mana, the soldiers ran past the observation deck where she stood and one officer approached her.

He stood next to her and looked out below them, a park with benches, trees, fountains and most importantly a large golden statue that stood above them all but, from the observation deck where they stood, it all looked rather small.

The statue portrayed the five heroes, a young man, an older man, a teenage girl, and another young man standing in the center, his wrist held up in the air as if displaying his power.

The officer looked down at the statue and sighed, "Why did we think we could go on without them?"

The woman closed her eyes, "Life goes on and the world keeps spinning, we did what we had to do." She opened her eyes and trained them on him, "What's your name?"

"Officer Rook Blanco, ma'am, we detected multiple high speed incursions approaching the Planet. Did Veronica return with the hero? Surely he could wipe out this army and even defeat _him_."

"My grandson was capable of many great things, but even these odds would seem rather over whelming."

"I heard he wiped out a thousand war-ships just like these, standard High-breed issue."

The woman chuckled lightly before allowing the grim face to reappear, "Don't believe everything you hear, he ended that war peacefully, besides, I don't have enough energy to open another portal, its best he stay where he is."

"You defeated Vilgax before ma'am, why don't you just do it again?" the soldier raised a fist, "this time with an army of Plumbers backing you up!"

"Last time I fought him I was on my home planet, fully charged by the Mana that flows freely there. Here I'm limited and weak, as capable as I am; I simply don't match up to Vilgax anymore."

"So then… this is the end? That's it? We just give up?"

A sudden glow engulfed the room, a pink one that sparkled and shun causing Rook to shield his eyes. When he looked again the old frail woman was replaced by a beautiful violet goddess of a figure. Her glowing magenta hair stretched down passed her waist and her eyes were as white as any moon. She spared him a glance only to smile, "It's up to you to defend this Planet should I fail. I'm sure you'll do fine." Another burst of light and she was gone.

…

An army of drones lay out neatly on the outskirts of Bellwood, thousands armed and waiting for a single order from their leader. The ships in the sky were too numerous to even count, and so large even Way Big couldn't wrap his arms around one.

The Plumbers had multiple battle ships, several dozen armed officers, and two of the dumbest Galvan the system had to offer. But they stood firm, meeting Vilgax's forces at the border of Bellwood's city limits. Rook stepped forwards and pointed his rifle at the drone standing only feet away.

"By the name of the Plumbers, I hereby order you to retreat your soldiers and leave Earth immediately, you will not be given a second chance!"

For a few seconds nothing happened, than, all of a sudden, the drones turned around and began walking away from the border. This caused Rook and the other Plumbers to lower their weapons, "It worked!" screamed a young man through the communications system.

"No Jimmy, I was bluffing, something's coming…" Rook looked into the sky and witnessed a massive fire-ball entering Earth's atmosphere at high speeds. "Dear god, it's _him_."

The object made land-fall in only seconds as the Plumbers scattered to avoid it. Some unfortunate souls were slaughtered by the impact leaving less than a hundred officers left on the battlefield.

" **Where is he?! Where is Ben Tennyson?!"**

Each step he took shook the ground, his voice felt like they were washing out their ears with wool and his smile made them want to puke.

Rook stepped forwards once again, "I am the ranking Plumber on Earth, thousands of High-Breed and Galvan war ships are on route as we speak! Stand down or else!"

Vilgax lowered his gaze to Rook who didn't even flinch, **"You have moxie, I like that, and the war ships you are referring to have been decimated by my fleet twenty-two Earth hours ago."** Vilgax held out his palm and a holographic image projected into the air displaying thousands of ships in shambles.

Rook stepped back and trained his weapon on the war-lord, "S-s-stand d-down or e-else!"

Vilgax looked down on Rook once again, the fire surrounding them glowing off of his armor, he smiled, " **Where is Ben Tennyson?"** Vilgax frowned as no one answered; no one even looked at him besides Rook, " **Is he too afraid to face me? The face of his family's killer!?"**

Suddenly a pink light engulfed the space between Rook and Vilgax, a sudden relief fell over the Plumber as he had sworn to protect Earth but he had also sworn to return to his family.

"Enough you bastard, leave here or I will unleash a greater wrath on you than even the last time we met," Verdona put a hand up and a small orb of pink energy developed in front of it.

" **We both know you're not strong enough anymore,"** Vilgax smiled and raised a hand of his own, a small red orb of energy forming in his own palm.

Verdona growled, "Ben isn't here! He's far away in another Universe, a place even you cannot reach him in!"

The other Plumbers were astonished at her bravery, standing up to Vilgax was no push-over feat, and it was downright suicide! And yet she wasn't even afraid.

Vilgax smiled, **"Another Universe you say? Well, that** _ **is**_ **surprising."**

"Funny, you don't look too surprised…" Verdona tightened her jaw, forcing more Mana into her orb making it larger.

" **Sarcasm isn't lost on me, I have known Ben Tennyson's precise location for several months but, I needed something before I can go to him."**

"The lives of his former home Planet?"

" **You,"** Vilgax reached out, immediately dispersing his red orb and plunging through her pink one, he grabbed her wrist and received a sudden gasp from Verdona.

Multiple blue lights flashed, laser pistols unleashed their power on the alien war-lord, some even point blank, when the smoke cleared however; there was a pink shield protecting Vilgax.

Some immediately questioned Verdona's loyalty, others looked into Vilgax's eyes and saw the pink glow, and then there was Rook who raced forwards leaping onto Vilgax, who still had his grip locked onto Verdona, and fired several shots into the back of his skull, falling onto his back from the recoil.

The blast caused Vilgax to loosen his grip allowing Verdona the leverage needed to send an orb of energy into his chest and Vilgax flying into his soldiers, destroying a few of them.

Verdona inhaled erratically, how did he figure it out?

" **The only way I get to Ben Tennyson is by absorbing your Mana! I already have some from your half-breed granddaughter; if I add yours I should have enough to transport my flag-ship!"**

"Thanks for letting us in on your plan!" Multiple soldiers covered Verdona and began firing at Vilgax who walked through the barrage as if he were walking through air. A two man team came through with a rather large canon and began setting it up.

"Quantum-Disassembly Canon, curtsey of Blukic and Driba!"

They needed only a few seconds of assembly which Vilgax bought them by walking as slow as a serial killer. The canon aimed and fired in the same second, the green beam slammed into Vilgax slowing him down shortly before being absorbed into the gauntlets he wore.

"It's the gauntlets!" Verdona shouted, "He'll absorb your attack-" she was silenced by Vilgax simply appearing behind her. She spared no time and teleported a short distance away.

"What speed?" She looked around for him, slightly impressed by this feat of speed from someone so large.

"It's what I get from absorbing all those Kineceleran," Vilgax appeared behind Verdona once again and brought his fists down on her position only to hit air and dirt.

She teleported to about thirty or forty feet into the air, "This is a nightmare," she whispered to herself.

" **And its name is Vilgax!"** He wrapped both his hands around her arms in a stunning feat of speed and stealth, he tightened his grip and the energy flowed from her body.

Anodites are weaker when away from their home Planet and even weaker when they focus their energy on a single incredible feat. For example, if you try to shield an entire Planet from an Alien armada each with lasers capable of destroying said Planet. It leaves even the best of Anodites vulnerable, their flight slow, their shields frail, and their teleportation ranged to short distances. But even so, they still contain massive quantities of Mana in their body considering they are made of the substance.

As Vilgax drained Verdona dry, she limped; her hair covering her face, a tear fell from her cheek. "Im so sorry Max," she whispered as her life force drained further and further away. Until she was gone.

"Where did she go?" Rook asked as the other Plumbers questioned the situation. Rook looked behind Vilgax and into the sky. "Where are all of his ships?"

Vilgax chuckled slightly before raising a Mana covered gauntlet at the ground below him.

"Dear god, not like this…"

And in a single moment, the Planet was eradicated. The explosion lit up the Solar System. No dust, no rubble, just a single entity floating in the endless void. His eyes snapped open and he immediately smiled before flying back to his flag-ship.

 **November 11** **th** **(YJU)**

 **Somewhere Light-Years from Earth**

Vilgax sat at the helm of his flag-ship, he watched as his ship traversed thousands of miles per minute, he grimaced as the stars and planets still passed slowly by him.

" **How long until we reach the target,"** he boomed as a drone turned around from his console and kneeled before him.

"It looks like most of the repairs have been finished; we are only seven short weeks away from the target," the drone stayed on his knees until the alien war-lord raised his finger at him.

" **Send the Android to intercept the target; I want to test Ben Tennyson's power. If he can't defeat it, than there is no point in rushing my arrival,"** Vilgax watched as his drones scattered to deploy the weapon.

"Launching Android as you requested Master," the drone's claws extended into wires that connected to the console as the screen lit up.

A small pod launched from the ship at faster than light speeds, approaching Earth in only a few hours.

…

Ben was never much for sight-seeing, I mean **,** who would be after traveling the country twice and traveling into space and to other Planets? However, M'gaan was a sucker for landmarks and tourist attractions so Ben was dragged along anyways. He wouldn't dare go marching around Central City with M'gaan alone, he'd rather fight Albedo again, and thus he invited the rest of the team to join them. It was Wally's Birthday so he stayed behind to enjoy his 'surprise' party in which he hinted at for weeks prior. Kaldur and Conner agreed to join them as Kaldur hadn't spent nearly enough time with their leader as he should have and Conner 'didn't have anything better to do' as he put it. Artemis passed as she still refused to tell anyone why she was so bothered by Ben and M'gaan's relationship during the Harm fiasco. Veronica eagerly agreed to join him as she wanted to explore the alternate Earth more thoroughly. Robin stayed behind to spend more time with Zatanna who had recently lost her father.

A few days back, Klarion and several other evil sorcerers cast a spell on the entire planet splitting it into two worlds. One with adults and one without them, in order to stop the crisis, Zatanna used the Helmet of Fate to transform into Dr. Fate. Once the crises were averted Zatara urged Nabu to take his own life instead of his daughter's, his main argument being that his magical prowess was far superior to that of his daughter's. Nabu agreed as long as Zatara would stay Dr. Fate as Nabu had felt that the world had fallen into chaos in his absence. So Zatara was no longer Zatanna's father but, now he was Dr. Fate, sorcerer supreme and Lord of Order for Earth.

That being said, it's obvious she wasn't down for sight-seeing.

So the group consisting of Ben, M'gaan, Kaldur, Conner and Veronica began their day with a tour of the Flash Museum, an entire Museum dedicated to the Flash and his adventures with Kid Flash and even sometimes Jay Garrick who was the very first Flash. They began their tour with an overly enthusiastic tour guide going through the museums greatest features.

"And here we have the Reverse Flash's ring and suit, it was left behind by Eobard Thawne when he was erased from history after he attempted to erase our very own Flash from history, ironic huh?!" some people gawked in awe and others snapped pictures on their phones and cameras, Ben however wiped the drool from his shirt as he had fallen asleep earlier.

"So if the Reverse Flash was erased from history, than who's the guy that Flash fights all the time? They had a fight like two weeks ago, right?" Conner asked as everyone turned to face him.

The tour guide smiled brightly, "His identity was unknown for quite a while but he eventually revealed himself as Hunter Zolomon and referred to himself as Zoom and not Reverse Flash." She said turning around, "Moving on to our next exhibit, Captain Cold and Heat Wave's elemental gun's!"

"This is so boring!" Ben shouted in a whisper.

Veronica flipped her blue hoodie up and blew a purple lock of hair out of her face, "Your telling me, I thought you'd enjoy this though, it's got the whole super-hero thing written all over it," she stated wondering why Ben wasn't enjoying himself.

"Maybe when I was ten, but I know the Flash on a first name basis, if there is anything here I didn't already know I would be surprised." Ben folded his arms across his chest as Kaldur approached him pulling him aside.

"What's up?" he inquired.

"There is an object approaching Earth space at high speeds," Kaldur showed him a hologram of a burning object entering the atmosphere.

"Looks like a giant rock, are you sure it isn't an asteroid, I mean it's going way to slow to be a space-ship." Ben asked as the hologram quickly slowed down and took a hard right towards the city.

Kaldur grimaced, "Asteroids don't make course corrections."

"I'll go Way Big and intercept it like I did the last one," Ben reached for his Ultimatrix when he heard a large boom followed by a slight tremor just outside the museum.

"I believe you are too late," Kaldur and the others quickly headed against the crowd and towards the explosion.

M'gaan shifted herself into her Martian form and costume while Ben transformed into Diamondhead, Veronica shifted into her Anodite form, Conner turned his shirt inside out, and Kaldur removed his jacket revealing his water-bearers and Atlantean armor.

As they walked outside, they noticed it was snowing heavily, the air was nearing below zero and that seemed strange for Central City which rarely received snow, if at all.

"Was it snowing when we got in there?" Diamondhead asked as M'gaan shook her head.

"Maybe we're dealing with an elemental or a weather controller?" the Martian hero suggested.

Kaldur shook his head, "I contacted Aquaman, he said something about Ice Fortresses… the entire League is dealing with it, we are on our own."

"That's great," the crystal alien commented as they approached the crater where the ship had landed.

The snow was slightly brutal as they could barely see what was inside the crater, but they could just barely make out beaming blue eyes of some sort.

The snow split apart revealing beams of some sort of energy flying out from the crater, a floating M'gaan narrowly dodging them. A silhouette leaped from the hole and landed in front of them. It was mostly a silver-chrome color, sleek and efficient looking. It was nearly seven feet tall with a humanoid structure; it sported bright glowing blue eyes as it passively stood and looked around at all the heroes but stopped when it saw Ben.

"Why is it staring at me?" Diamondhead asked as the others shrugged their shoulders.

"Property damage is illegal right?" Conner asked cracking his neck and knuckles.

Aqualad sighed, "I suppose but shouldn't we ask-"

"Good enough for me!" The boy of steel shouted and leaped forwards sending a punch at close to the speed of sound with the strength of a freight train behind it.

The android immediately turned its head to Conner and caught his fist mid swing. They were all astonished before the bot began speaking in an automated voice.

" _Species: Half-Kryptonian, Half-Human hybrid composite. Abilities include enhanced strength, speed, agility, hand-to-hand combat proficiency. Weaknesses include lack of sunlight and red-solar radiation."_ The android reeled back and slammed its fist into Conner's chin sending him across the street and digging a trench in the asphalt. Conner groaned as they all stood stunned, they would have reacted but the bot hadn't moved an inch, it simply looked at its surroundings up and down.

" _Mission objective acquired, retrieve Ultimatrix and return to base."_ The bot immediately turned to Ben who adopted a fighting stance.

"It wants the Ultimatrix?" Diamondhead asked aloud but never received an answer as the android appeared in front of him in an astonishing time-frame. The Android extended its palm into the Petrosapien's chest, sending cracks down his crystal abdomen and sending him across the asphalt next to Conner who was just gaining his second wind. Diamondhead pushed himself off the ground and slammed his fist down creating a wave of crystals across the ground. Their intention was to pierce the android from the ground upwards but the crystals simply shattered on contact with its chrome skin.

Diamondhead's eyes widened, "That's new."

M'gaan flew in and attempted to force the android into the ground with her telekinesis, her eyes turned bright green and the tell-tale force could be heard, however; the android simply turned around and stared at her.

" _Species: Martian, abilities: enhanced strength, telekinesis, telepathy, shape-shifting, levitation. Weaknesses: extreme force, exposure to high-temperature."_ The android lifted a hand and from the palm came a wave of fire that extended out towards M'gaan who immediately fell to the ground on contact with the flame.

The android turned around only to be met with Kryptonian, Atlantean, and Petrosapien fists each one landing on various places, head, chest, abdomen, even crotch. Over and over the bot simply stood there, unfazed by the attacks.

"Maybe a different approach," Diamondhead slapped the Ultimatrix symbol shifting into Upgrade. The Galvanic-Mechamorph slithered around the android as Conner and Kaldur continued to pummel the android. The android spun around just as Upgrade had sprung up from the ground intending to envelope and control the android, it stuck its hand out and from the palm came a wave of sonic energy resembling Black Canary's sonic attack. The high-pitched attack caused Upgrade to squeal and squirm, falling to the ground.

" _Species: Galvan sub-species, Galvanic-Mechamorph. Abilities: technokinesis, energy dis-charge. Weaknesses: Sub-sonic frequencies."_

The bot turned and back handed both Kaldur and Conner into the air landing abruptly on the asphalt. The bot turned its attention back to Upgrade who couldn't even move let alone reach for the Ultimatrix.

Veronica watched as Upgrade was pinned to the ground, she shook all fear from her body and immediately began pelting the android with mana bullets.

The android turned towards her, " _Species: Anodite,"_ the android turned and fired a blue bolt of energy that blasted Veronica onto her back. She noticed her mana was dispersing with the passing moments, she focused on maintaining it but it only had limited success. _"Abilities: high-tier energy manipulation, shape shifting and life force control. Weaknesses: unfiltered plasma."_

At those last two words Ben's mind shook, he ignored the pain, he ignored the nauseating ringing in his ears, and he slammed the Ultimatrix symbol emerging as Fourarms. He stood; the sonic waves had little effect on this new form and so he swift-fully placed the android in a full-nelson. He intertwined his fingers behind the bot's neck tightening his grip. "You don't touch her, hear me?"

" _Order acknowledged, does not interfere with mission objective, order accepted,"_ they were once again stunned.

"Uh really?" Fourarms asked loosening his grip slightly.

" _I accept any orders given to me that don't interfere with mission objective,"_ Veronica watched as her Mana returned to her after the limited exposure faded.

M'gaan stood to her feet, "Will you let us all go?"

" _Question acknowledged, processing, answer: you may all leave except Ben Tennyson, he must stay until the Ultimatrix is removed, than he may leave as well."_ The android leaned his chest forward with such strength that he flipped the four-hundred pound Tetramand onto his back. The android stood passively awaiting the next course of action to play out.

"Sorry but we can't let you do that," Fourarms stated getting up from the ground. Conner, Kaldur, Veronica, Fourarms, and M'gaan surrounded the android with their defenses up and ready.

"Everyone stand back, im ending this." Fourarms stated as he took steps back as well. He slapped the Ultimatrix and what emerged from the massive green glow was a massive titan of red and white to match. The heroes scattered knowing what would follow.

" **Way Big!** " the alien-hero bellowed as he was now at eye-level with twenty story buildings.

" _Species: To'kustar_ ," the android began but wasn't able to finish as a massive foot slammed into the android and sent shockwaves across the city-block.

" **That's enough out of you,"** Way Big stated as he put pressure on his foot making sure to crush the android as much as possible.

Way Big's face changed, it went from total nonchalantness to one of physical exertion, like he was struggling to keep his balance.

They all turned to Way Big's massive foot which was placed firmly on the ground, until it began lifting against the aliens will.

"That's impossible, To'kustars weigh upwards of a thousand tons! How can anything lift that much weight?" Veronica stated astounded by the android.

From underneath Way Big's boot, so to speak, the android lifted with its knees, it shook slightly while lifting but otherwise seemed unaffected by the weight currently on its shoulders.

Way Big grunted as he was flipped onto his back and caused a massive tremor to spread throughout the city.

…

Wally, Artemis, Zatanna, and Dick were on the couch watching the rather large television in front of them, streamers and confetti were spread across the floor, dirty plates were piled up in the sink and on the table in front of them. The party was over and they were beyond bored.

"Maybe we should go find Ben and the others, it's gotta be better than sitting here watching the news…" Wally suggested until Artemis sat up.

"We don't need Ben to have a good time; we can have just as good of a time without him!" Zatanna rolled her eyes and whispered into Dick's ear causing him to nod in understanding.

"What did you just whisper to him?" Artemis asked with a nerve popping on her forehead.

Zatanna chuckled lightly and threw her hands up in defense, "Oh nothing, just teenage girl stuff, nothing important really!"

"If you said even one word about what we talked about I swear I'll shove an arrow up your-" Artemis was cut off by their communication system blaring in their ears.

" _Oh hey guys, how's the party?"_ M'gaan asked politely as explosions and thuds could be heard in the background.

"Boring but we'll live, is uh… is everything cool on your end?" Wally asked noticing the loud explosions coming from their end of the call. "Was that a bomb?" this caused the others to stand in concern.

" _Well yea, there's an android, and it's beating everyone up… so yea… Ben's out-cold and Conner's not faring well, Kaldur and Veronica tried too but that doesn't look like its working either."_

Artemis chuckled as she turned to the TV and saw a news reporter standing a short distance from the silver android who had Kaldur and Veronica by the throat.

"Yea, it's on the news, maybe you should lead with that next time M'gaan," Artemis turned to Wally, "You have super speed don't you? Go!"

Wally turned and sped towards his room where he was for no more than a single second, he then sped towards the zeta-tubes where he disappeared in a flash of yellow light.

Zatanna reached for Artemis' shoulder, "You know if you're frustrated about Ben, Wally is pretty cute sometimes…"

Zatanna let the words hang in the air as she passed the blonde along with Dick towards their rooms for a change in wardrobe.

"Pshh…" She scoffed at the thought before letting her lips curve into a smile; "Sometimes…" she took off leaving the news station playing loudly.

…

Wally arrived just in time to catch a falling Veronica who was flung into the air like a rag-doll. "Did someone order a super-hero?" Veronica chuckled slightly before holding on for dear life.

"Yea and he's unconscious, go wake Ben up!" Wally sighed and placed Veronica on her feet behind a car on the battlefield.

Wally sped besides a massive crater encompassing the entire street, "Whoa, how strong is this thing?" he sped into the crater and under a pile of dirt was the uncurious form of Ben Tennyson.

"Well, what do we have here?" Wally sped around Ben removing each piece of rubble one at a time.

Ben's eyes opened slowly, there was a ringing in his ear like a bomb had gone off in front of him. The first thing he saw was Wally waving a hand in front of his face. "Did anyone get the number of that truck?"

"Hey so your alive! That's great now we could really use some help cause we're getting our asses handed to us out there," Ben stood slowly and walked passed Wally almost completely ignoring him.

"Who are we fighting again?" Ben stepped out of his crater and stumbled onto the battle field.

Wally sped next to him, "It's an android, I'm not too sure about the details, I just got here."

Ben nearly ignored him again; walking passed him and only nodding, "Right, right…"

Wally raised an eyebrow, "Did you hit your head?"

"Probably."

…

Kaldur leaped into the air and slammed his liquid hammer into the androids back before unleashing a combination of swift movements that would tare even the strongest of metals to shreds. But it barely even phased the android in front of them.

At the same, Conner attempted to slam a steel pillar into the android that didn't move leaving the pillar bent around his body. Once it felt the ambush seize, it whirled around and slammed its fist into Kaldur's cheek sending him into the hood of a car; it grabbed hold of the steel pillar and slammed it into Conner sending him face first into the street.

The android stood around defeated champions, they were all either too injured or too unconscious to fight any longer. All but two figures were defeated, a large tiger-like creature and a boy in a yellow suit.

"Let me tell you something undefeatable android of doom, nobody can defeat Rath! I'll just rip you to pieces!" Rath shouted and leaped forwards only to receive a light tap on the Ultimatrix symbol before stepping to the side, the red light engulfed Rath transforming him back into Ben and allowing him to hit the ground and skid to a halt.

" _Prepare Ultimatrix for extraction,"_ The android reached for Ben when suddenly a yellow and red blur sped past him and landed numerous blows all around his body. The android simply right hooked the speedster sending him spinning into a car window.

"I'm not letting you take the Ultimatrix!" Ben raised a Mana shield around himself.

The android reached for Ben only slowing down when he touched the shield, its hand slowly plunged into the Mana and moved passed it, until something slammed into the face of the android. Ben had never seen anything hit as hard as the android was as he could feel the force in his bones. Ben looked up and expected Superman or Captain Marvel, hell, he would have accepted a future version of himself at this point, but instead he saw a teenage girl, looking to be about sixteen, her slender curves were covered by nothing other than a white table cloth. Her blonde head of hair spilled past her shoulders and towards her mid-section, her blue eyes were filled with passion and she looked oddly familiar. The android was sent into the asphalt with cracks running up and down his faceplate.

She reached down and grabbed Ben by the arm pulling his arm over her shoulder, "It will be all right, injured citizen," her voice was soft but broken, like she hadn't fully learned how to speak yet.

Ben pulled away from her, "I'm not a citizen or injured!" he turned towards the android which had gotten to its feet. "I'll ask who you are later, right now I have a job to do," Ben slapped the Ultimatrix and allowed his DNA to shift once again.

"Atomix!" the alien looked at himself, "Yes now this is a power house!" He turned to the new girl who stared at him in utter awe, "Stay here stranger! I will take care of this hooligan!"

She merely muttered under her breath, "who-la-gen?"

Atomix rushed the android who reached for his Ultimatrix symbol once again, "Ah ah ah! Not so fast!" Atomix maneuvered away and grabbed the android by its neck before tossing it backwards and into the side of a taxi.

"Take this! Fusion Cuisine!" Atomix charged a small orb of green energy in his palm before appearing next to the android in a feat of tremendous speed, he grabbed the android and tossed it a thousand feet into the air, the android was followed by the orb as it was flung alongside it.

In the lower-atmosphere it detonated with enough raw power to eradicate an entire city, but still the android was in-tact, falling from high-altitudes it landed in a self-made crater next to Atomix and the girl.

The others watched as the girl accidently dropped her table cloth when jumping for joy, "Hazzah!" she shouted as all the heroes stared at her.

Wally immediately ran towards the news crew "Nothing to see here, move along."

Just as Ben transformed back, a figure landed on the ground next to android.

Wally immediately growled, "Vandal Savage!"

A tall man dressed in a blue trench coat and black slacks stood up right next to the heroes who all turned to surround him. His only distinct features were his long slick black hair and the three scars that were slashed parallel across his face.

"Ya know you're on the Justice Leagues most wanted list, I could probably score some brownie points for bringing you in." Ben exclaimed.

"I'm not here to fight with you, hero, I'm here for the android."

"So you're the one who sent it?" Ben asked.

"You know who sent it, Vilgax is in this Universe and he's coming for you." Vandal put his hands up and clasped them together, as if he were praying.

Ben was in awe, "Where is he now? How far is he? Did you contact-" Ben couldn't finish his sentence as from Vandal's praying hands came a force unlike anything the heroes had ever felt. It was like wind or telekinesis but it was different too, it was alive, like life energy. It pushed every hero onto their backs and some even further, the only ones left standing were the girl who was grasping for her table cloth and Conner who had grabbed the asphalt with his fingers. Cars were flipped and windows were shattered, this was an extreamly powerful attack but when you're surrounded by heroes I guess caution is to the wind.

When they looked up, he was gone along with the android's remains.

Ben slammed his fist into the asphalt, cracking it slightly, until he felt a hand on his shoulder. M'gaan always knew how to comfort him when he needed it.

…

They all sat together in the common room of the Cave. They listened to the girl's story about how she was sent from her dying world to a new one, how she was knocked unconscious by a giant white man catching her malfunctioning space-pod, how she awoke in a strange space station and how she saw the giant white man on TV.

She sipped a cup of tea that M'gaan prepared for her and explained to them who she was and why she was naked.

"I am truly sorry, where I am from, clothes are not as big of a deal as I assume they are here, and also the clothes in my pod are far too small."

"Well Artemis was the closest to your physique so I'm sure her clothes will work fine," Wally stated as Artemis gave him a small smile. "What I want to know was how you knocked that thing across the street like it was nothing, bad ass if you ask me!"

The girl raised an eyebrow, "Bad ass?"

"Don't teach her curse words you moron!" Artemis exclaimed giving Wally a slap on the back of the head.

"Well, on my planet we are surrounded by red star, here on this planet we are surrounded by yellow star; yellow star makes me stronger…" She explained with mispronunciations.

Dick raised an eyebrow, "Is it just me or does this just scream 'Superman' to everyone?"

"Super man?" The girl asked raising an eyebrow.

"We have someone here named Kal-El, ever heard of him?" Ben asked stepping forwards.

She lit up with excitement, "Yes! House of El!"

"Great so you're a kryptonian!" Ben stated as the girl shook her head in disagreement.

"My name Kara Zor-El, I am from Argo, Krypton sister Planet!"

Conner grunted from the kitchen, "Big whoop, you're Kryptonian, join the club!"

She used speed the likes of which no one in the room could track as she was next to Conner in less than a second, "You are Kryptonian?" her smile was so bright even Conner couldn't stay grumpy.

"Well, sort of, they call me Superboy here." He looked around before sighing, "But you can call me Conner."

"Kahn-er?" she smiled "You have a nice name," she smiled and blushed lightly as Conner smiled with her.

…

Ben walked into a room; it was small and had only a few chairs. One was occupied by Dick, while the other was occupied by Roy with Batman standing beside him.

"Are we all here?" Ben asked looking around.

Receiving a nod from Batman, he watched as the dark knight sealed the room. Blocking internal and external video, audio, or cellular signals of any kind.

"What do we know?" Batman asked.

Ben sighed and began, "Vilgax is here in this Universe, he sent an android, who I admit, was pretty difficult to defeat."

Robin put a finger up, "Uh why wouldn't he just come here himself? I thought you said he was a power house?"

"He is, he's also a sadistic sociopathic lunatic, he's playing with his food. He might send more androids like that one and if so we should have all our heaviest hitters on the look-out. Captain Marvel, Superman, the Lanterns…" Ben trailed off.

"And what will _you_ be doing?" Roy asked as he folded his arms.

"Training, I need Flash and the girl as sparing partners."

"You can't just request heroes to train with, can he?" Roy asked looking over to Batman who sighed aloud.

"Under the circumstances, I think Flash won't mind. Who's the girl?"

Ben smiled, "Her name is Kara Zor-El, and she's like Superman's distant cousin or something. She comes from Krypton's sister planet Argo."

Batman scowled, "I'll look into this myself."

"How about the real reason I'm here?" they all turned to Roy, "The mole, we know the three of you and Wally are above suspicion, but I know Artemis isn't shooting straight for starters she's not Green Arrow's niece."

Robin raised an eyebrow, "Sure, she's related to-" he was cut off by Batman's hand on his shoulder.

"Mole or not, she is entitled to a secret identity. I'm more concerned with Superboy, as a Cadmus clone, he could be programmed without his knowledge."

Ben muttered under his breath, "He could be the mole and not even know it."

"You don't really think?"

"No, if there was a mole on my team they would have betrayed us against the Injustice League, or in the other countless battles we've been in. Trust me when I say I know a traitor and there isn't one on my team," Ben folded his arms.

"You can't ignore Sports master's knowledge!" Roy shouted as Ben turned around and pressed a button on the wall next to the door.

"Sure I can, I have bigger things to worry about." It couldn't be seen but, there was sadness in Ben's eyes again, a darkness threatening him, it spread through his voice and his tone, it could be felt by the others as they turned to each other in curiosity and hoped for Ben's health.

…

M'gaan knocked on Ben's door, hoping for a response but not receiving one. The door simply slid open automatically revealing Ben sitting on the edge of his bed in the dark. That was never a good sign.

"Ben?"

"What do I do?" she heard someone whisper.

She reached for the light switch and flipped it on, as the light sprayed across his face she could see the stains on his shirt. The red-stinging eyes and the sadness in his tone were more evident than ever.

"I'm not ready for him, M'gaan, what do I do?" She walked towards him and embraced him; they were stronger together than they were apart.

"You fight…" she whispered into his ear as he dug himself deeper into her.

"I… I can't fight this forever."

…

Vandal walked into LexCorp facilities, he walked right into the lobby, passed the sign in desk and into the elevator. No one had even noticed him let alone the black duffle bag he toted around with him.

He went down several floors before he reached the mad scientists work-shop. There were empty fast-food wrappers spread across the room along with multiple dry-erase boards filled with equations and diagrams. Multiple designs and schematics were hanging on the walls and a single TV was on in the corner playing the androids attack.

Lex Luther studies the screen and every aspect of it.

"I got what you requested," Vandal announced laying the duffel on the table, "Don't confuse me as an errand-boy, this was a one time thing."

"Yes, perfect!" Lex unzipped the bag and examined the head of the android. "Amazing craftsmanship, so sleek and efficient. But the design isn't what I'm looking for, that's the information inside the android."

Vandal raised an eyebrow.

"It's analyzing algorithm, its databanks, memory core." Lex raised the head above them, "This will speed up Project: Ten by decades!"

"And what of Project: Doomsday?" Vandal asked causing a terrified look to cross Luthor's face.

"About that… I had to contain him."

"Contain? You said eliminate."

"I also said I could make the ultimate weapon and I did, Doomsday is more than capable of killing off this entire world. Unfortunately it can't tell friend from foe, so it would simply tare the world down around itself until nothing is left. I have it contained, three hundred stories below ground in Taipei, He's being held by a metal even Superman can't break in a force-field even the Flash can't phase through. I have him secured."

"You'd better, for every life it takes from this day forth is on _your_ hands" Vandal walked from the room in silence leaving Lex to his thoughts.

…

Review, Review, REVIEW…


	19. The Inevitable

I don't own Ben 10 or Young Justice

 _Inevitable_

 **Antarctic; 2:14 A.M**

Batman was by far the most skilled ninja the world currently had; he was a master of disguise, stealth, camouflage, and could silence his body so well even a kryptonian couldn't hear him coming. Today; however, he threw all of his training to the wind. The Dark Knight barged into the frozen domicile that was the Fortress of Solitude without any caution or worry for what may lie ahead.

"Clark!" He shouted through the halls, "I know you're here and I know you can hear me! We need to talk!"

From the long hallway came a 'whoosh' along with a slight breeze, "Bruce what is it? It's like three in the morning!" he asked fighting back a yawn.

"Two-fifteen actually, this couldn't wait. I need your League approval on a plan to fight Vilgax." Bruce handed Clark a vanilla folder filled with papers, but Clark didn't even look before he looked into Bruce's eyes.

"Bruce… When was the last time you had a full night's sleep? Or ate a full meal?" Clark lowered the folder down to his sides; the man he was staring at was worn, his body armor had a stench of non-stop use and his cowl was removed revealing baggy eyes and lack of a shave.

"Clark, I've been through much worse than sleep deprivation, this is far more important." Bruce grabbed the files from the Kryptonian's hand and pushed it into his chest.

Clark sighed and opened the file, using his super-vision he scanned through each paper in a matter of seconds. Once he had finished, Bruce sighed with his lack of response.

"Well?"

Clark sighed once again, "Well, it seems like a lot of assumptions based on no criteria once so ever."

"That's what the others said."

"And their right, how can anyone be as powerful as you say?"

Bruce stepped past Clark and walked further into the Fortress inviting Clark to follow, "The research I've done is solid, Vilgax will be the biggest threat we have ever faced. The data I compiled from testimonies from Ben and Veronica both say the same thing, I did scans on intergalactic space around Earth, the only energy signature out there that matches what Ben gave me is making a bee-line for Earth at over twice the speed of light!"

Clark chuckled, "Im way faster than that, besides, I beat Darkseid, Doomsday, Brainiac… the list goes on. Who says I can't beat this guy."

Bruce stopped walking, "Darkseid stalemated you, Doomsday nearly killed you twice, and Brainiac was a knowledge seeker not a power house. Look I've done the math over and over on the most advanced computer in North America. You can't win this."

Clark turned towards him and shouted, "But Ben can?!"

Bruce raised an eyebrow otherwise unfazed by the sudden outburst; they knew each other too long and too well to be affected by emotions between one another. Clark sighed and massaged the bridge of his nose, trying to fight off the headache he could already feel coming. "He's just a boy, Bruce, how can I consciously let a seventeen year old fight someone when I feel I'm perfectly capable of handling it myself?"

"Always the boy scout, if you'd hear me out, I was going to suggest this. I take Ben and Barry and we train him with everything we have for the next month, when Vilgax gets here, you can have the first shot, you and the rest of the league. If that fails we have Ben to fall back on."

Clark sighed once again, he seemed to be doing that a lot, "Bruce, you're the most capable and intelligent person on the Planet, if this is really what you think is best then I guess I'm no position to say no."

Bruce turned around immediately and headed for the exit, "The others said that too."

Clark smiled slightly and turned around, "And don't think you're too cool for a shower! You reek!"

…

 **Mount Justice; 4:48 A.M**

Ben was sound asleep in his own bed, normally he wouldn't be able to sleep at all, getting up to train randomly and working out the frustrations that he kept pent up. However; lately, he's been sleeping like a baby. Mostly due to his new room-mate in which he spent most nights with anyways. M'gaan was leaned in on Ben's chest as he had his arm wrapped warmly around her waist and they slept comfortably for hours. Until of course, there was a loud banging on his door in the middle of the night waking them from their slumber.

Ben slipped his feet to the side of the bed and watched as M'gaan groaned and flipped over onto a pillow. Ben stood and rubbed the sleep from his eyes, walking to the door and opening it he was surprised to see the figures in front him.

Flash and Batman dressed in their traditional costumes and Kara who stood in the middle and smiled dressed in a pajama blouse and pants, "Hi there," she spoke softly.

At the sound of a female voice, M'gaan immediately opened her eyes and sat up only to be relieved to see it was just Kara. She was then confused as to why the three of them were at their door this early in the morning.

Ben yawned, "Guys do you know what time it is?"

Batman didn't miss a beat, "Its four forty-nine. Get your bag, we're leaving now."

Ben yawned once again, "Guys… it's not even five yet, can't you give me a few hours to get some sleep?"

"You can sleep on the plane," Batman said as Flash yawned as well, "I would have been here earlier but, someone reminded me that I needed a shower and a meal, we leave twenty minutes." Batman turned around and walked leaving Kara and Flash to rub the sleep from their eyes.

Ben put a hand through his hair, "Can't you talk to him?" Ben asked as Flash shook his head.

"Don't you think I tried? Iris nearly had my head after he rang the doorbell at four."

Ben groaned, "And you?"

"He told me I'm not eighteen yet and that I'm under his jurisdiction until Clark finishes the paper work, that and something about the fate of the Earth."

"Ugh for Azmuth's sake!" Ben turned around at the sound of a throat clearing.

Flash and Kara moved their head to the side to look inside and saw M'gaan wearing one of Ben's black t-shirts and covered to the waist with blankets.

"Oh! Hello M'gaan!" Kara called out innocently.

Flash chuckled and elbowed Ben in the shoulder before turning around, "Sweet." They both turned away from the door and walked away allowing the door to slide close in front of Ben.

"Uh what's this all about?" She asked with a worried look.

"I was going to tell you tomorrow but, I guess it's now or never." Ben sat down and put a hand on M'gaan's, "Batman, Flash, Kara, and I are going to train in a remote location that bats says is prime for discipline and emotional development. I guess that's pretty far away cause I won't be back for a few weeks."

M'gaan's eyes widened, "A few weeks? That's a really long time."

Ben leaned in and brushed his lips on her cheek, "Wait for me, I'll be stronger than you could ever imagine and once Vilgax is gone, we can be together."

M'gaan let a tear slip down her cheek, "I thought we already _were_ together!"

"We are but, things are too complicated, it's like this chain is holding me back and I need to break that chain. The only way to do that is to beat Vilgax." Ben put a hand to her chin and moved it up to flick the tear away. "Hey!" she looked up and into his eyes with more tears welling in hers.

"Don't cry when you know how to smile." She sniffled and smirked at this.

"You can be so corny sometimes," she lunged herself into his chest and wrapped her arms around his neck, embracing him tightly.

Once the embrace was over, Ben turned and grabbed the bag he had hidden in the closet. "I'll be back in three weeks, a month tops."

"I'll be waiting for you," She smiled and watched as he walked out the door and silence enveloped the room once again, how was she supposed to sleep now? She slammed her face on her pillow and groaned into it loudly.

…

Ben stared out the window of the multi-million dollar private jet that currently sored at several thousand feet up with his hand propping his chin up in a bored fashion. The sun was brilliantly rising over the horizon which was slowly covered by a line of thick clouds as they gained altitude with the passing moments, Ben couldn't help wonder where this training ground was. The flight was scheduled to be over fifteen hours hinting at a change in hemispheres; Ben noticed how Kara had her face pressed against the glass looking out at the clouds and sun as the approached thirty thousand feet. Ben chuckled, "Never seen the skyline before?"

Kara didn't look away from the gorgeous scenery as she answered him, "I was unconscious when arrived here so all I have seen is the Hall of Justice and the Metropolis city limits sign." She removed her face from the window leaving a face print on the glass; she turned to Ben and smiled, "I am going to guess that it is not your first time being this high up."

"Nah, I've been to outer space and other planets. The horizon just doesn't do it for me like it used to," Ben gave a nostalgic smile and looked out at the sea of clouds, "You'll never see anything better until you've seen the sunset on Primus; the sky actually turns pink and green, it's an addicting sight. It's like if I don't go back before I die, I'll be missing out."

Kara gave a confused look until she turned her attention to the TV playing in the background, she grabbed the remote and flipped the volume on, "This is Cat Grant reporting live as Superman and Green Lantern have just flown passed as they patrol the city for any supposed 'android' sightings."

Ben looked over and watched as they played footage of the fight between The Team and the android, "The android made landfall in Metropolis just two days ago and a quick interview with Superman and the Lantern revealed a threat of another attack."

Superman approached the cameras as footage was played from just hours ago, "We don't have confirmation that there will be another attack but, we aren't taking any chances. Until this blows over, I advise the civilians to keep outdoor activities to a minimum, however; the chances of another attack like this one are slim to none." Cat Grant reappeared next to a clip of the androids attack, "There you have it, the city of Metropolis is under an unknown looming threat and the heroes are advising citizens stay calm and stay indoors." Ben shut the TV off and sighed loudly.

"Vilgax is on his way here and Supes is making it sound like another common criminal might rob a bank or something, They should be evacuating that city and everyone without super powers within a mile of me," Ben rubbed his hand down his face in a stressful way as Bruce and Barry appeared from the cockpit.

"I thought of that, Metropolis has a population of over two million. We'd never evacuate in time for Vilgax's arrival. This is the safest option," Bruce took a seat across from Kara in an individual chair and Barry did the same with the seat on the opposing side.

"The safest option being training… in the mountains… with The Flash, just for my sake can you explain why I'm training with Barry? His powers are completely based on a source of energy that I don't have," Ben proposed a good question, he had requested to train with Barry simply because he would make a good sparring partner but, to take him all the way out into the mountains just to train? That wasn't what Ben had in mind at all.

"Well, Ben Tennyson may not be able to manipulate the Speed Force but, maybe XLR8 can," Barry smiled as he continued, "You see; I fought your evil twin Albedo and he used a speedster alien that was able to access the speed force."

Ben raised an eyebrow, "Ok, how exactly do you know that?"

"I created the Speed Force; you don't think I know when someone's using it? Besides he was going way faster than you ever did as XLR8, he even out ran Superman," Ben rolled his eyes and sat back for a moment as Barry chuckled, "Albedo even managed to dodge my Infinite Mass Punch which takes serious speed and-"

"Stop talking," Bruce noticed Ben's grim look and took over the conversation to console him, "We're going to figure out whatever Albedo did and replicate it. We have a month to figure this out; I think we'll be fine."

Ben looked back out the window at the clouds as the sun slowly rose out of his eye line, "I sure hope so."

…

After the plane had landed they all hiked to the base of a large mountain range, seemingly void of life save for the vultures and small animals they prayed on. Ben looked out at the mountain as he realized he couldn't see the top, Kara and Barry nearly whistled at the height but, Bruce seemed all too comfortable.

"Oh man, I'm gonna take a guess," Ben pointed up towards the cloud covered top of the mountain, "And say that our trainings gonna be up there."

"Bingo," Bruce walked up to the mountain side and smiled, "I trained up there for six years learning from the most proficient masters of this continent. After that I traveled around the world and learned even more; you're going to do it for one month."

Ben slouched over and sighed, "Ugh whatever, let's just get this over with." Ben reached for his Ultimatrix and allowed Jetray's hologram to appear.

"Ah, I don't think so." Bruce used his stoic bat-glare to tell Ben that he would be climbing to the top with his own ability.

"What? How do you expect me to climb this thing without the watch? What if I fall?"

"If you fall you can use it to get to the ground safely and try again, otherwise I don't wanna see any aliens until you reach the top," Bruce grabbed a bag of hiking equipment and slung it over his shoulder, he pierced the mountain side with a sharp tool and began climbing effortlessly and quickly as if he had done it dozens of times.

"I'm also gonna guess that I'm the only one that can't use his powers," Ben grunted in frustration as he watched the yellow lightening run up the side of the mountain most likely reaching the top within seconds.

"Yes, I do believe that is what the batman told me," Kara lifted into the air effortlessly and floated up and towards the top.

"This is going to be a very long month."

…

Downtown Metropolis; **1 Month Later**

The Daily Planet is the oldest and classiest newspaper company in Metropolis, starting from a lowly street vendor to becoming a multi-million dollar success. The staff is loyal and the editor is wise but, none could get a story like the tag-team reporters Lois Lane and Clark Kent. As they approached their editor and entered his office, he waved for them to close the door after entering. As they sat down across from Perry White's desk, he gave them a stern look, "So?"

"Uh, chief, you called us in here," Clark reasoned.

"And what am I paying you for?" he responded in a sarcastic tone.

"To report?" Clark responded as Lois rolled her eyes and sat back.

"I hired you to report on the news and the news is Nasa's statement on the development of the incoming asteroid headed towards Earth! So?" Perry folded his arms across his chest.

Lois smiled and grabbed her notepad as she recited what she had written, "Nasa's official statement is 'no comment' but, they hinted in our 'interview' that it was going way too fast to track."

Clark sighed, "Maybe it's not an asteroid?"

Perry scoffed, "Great, more aliens. I'm all for Superman and the Justice League but every time an alien shows up in Metropolis, my building gets destroyed!" Perry shouted and slammed his fist on the desk as he remembered the millions of dollars that it cost to rebuild the Daily Planet on multiple occasions.

"Perry, remember your blood pressure," Lois shrugged his anger off and looked over to Clark, "Any 'inside scoops'?"

"What scoop could I have gotten? You were right next to me the whole time," Clark chuckled and Lois squinted.

"I don't know but, sometimes you come from around a corner screaming 'Superman actually talked to me' like a little fangirl from Kansas," Lois rightly laughed with Perry as Clark adjusted his spectacles and sighed.

"I don't have any information that you don't already have but, I'm sure the Justice League will give a statement eventually."

Lois blew a strand of hair from her face and stood up followed by Clark, "Well I guess we'll go do a little lead retrieving and get back to you, chief."

"Delay that," Perry said as he stared out the window and slowly rose to his feet, "The scoop of the millennium is right outside… again."

"Crap, Smallville we gotta-" Lois looked around the room to find herself alone with Perry, "Go?"

…

A red and blue blur zipped through the streets as he looked up at the massive flag ship floating above Metropolis passively, "We have an omega level threat in Metropolis right now!" the man of steel shouted into his ear piece as the ship's shadow engulfed the entire city slowly, "And dear god I think it's Vilgax."

…

Inside the flag ship, Vilgax sat at the helm in his throne brooding as the camera over looked the city and projected an image for him. Several droids appeared and knelt down in front of him.

"My lord, our ship arrived on Earth, unfortunately, the Ultimatrix hasn't sent a signal for nearly thirty days so we triangulated the best location to arrive and assert dominion over the planet." The droid stepped back and typed multiple commands into a computer, "Warning, a few rather large power levels have arrived just below us. Shall I dispatch a battalion of androids?"

Silence covered the ship as Vilgax suddenly gripped his throne, crushing the arms rests as he stood slowly, " **Leave them to me."**

…

Superman, Captain Marvel, Martian Manhunter and The Flash stood waiting on ground level practically tapping their foot in preparation for the oncoming attack. Marvel seemed the most distressed as he paced from side to side looking up at the ship and back down to the ground randomly, "I can't be the only one freaked out right now, right?"

Flash chuckled, "We're all a bit spooked cause of the way Ben hypes this guy up but, maybe he isn't even that strong?"

Manhunter stepped forwards and pointed into the sky, "I wouldn't be so sure."

From the hull of the ship fell a ten foot sphere covered in spikes catching fire from falling so quickly as Superman stepped forwards next to Manhunter, he quickly glanced to Flash, "You said Ben was on his way?"

"Yea, but he's got a long way back and not everyone can run at a hundred times light speed."

Superman floated into the air and attempted to make first contact as he flew towards it and threw the first punch but, it didn't even slow the object down. It pushed through Superman's punch and propelled him towards the ground with it.

Flash shouted, "Scatter!"

The three heroes immediately ran in different directions as the sphere landed on top of Superman and nearly shook the city with its impact. Smoke and rubble blew through the streets as the heroes stopped only a relative safe distance from ground zero.

The sphere released thick bursts of steam as it split in half and revealed a dark silhouette with glowing red eyes within, staring at them without mercy.

Marvel audibly gulped as the figure stood and stepped his foot into the concrete, he looked around as the sun-light hit him and revealed him to everyone. He was tall and bulky, his face was green and bald with squid-like tentacles protruding from his chin and a respirator looing device covering his mouth. His arms were long and thick like multiple tentacles wrapping around one-another, small spokes sticking out from his arm as well. He had multiple weapons strapped to his body such as the ray gun on his belt, the shield projector gauntlet he wore on his left hand and, most notably, the sword strapped to his back which was literally half his size being longer than most people.

"Well, he's not intimidating at all," Flash mumbled to himself sarcastically.

…

M'gaan, Conner, Wally, Artemis and Dick were all gathered around the TV as they watched the news coverage of Metropolis and the ship floating just above.

"Where the hell is Ben? He should be here!" Conner shouted, "And we should be out there, helping!"

"No one agreed with you more but, we'd get slaughtered out there! Those are heavy hitters taking Vilgax on, how are we supposed to help?" Wally practically threw his hands in the air as he comically fell over into Artemis' lap, "We seriously cant just sit here, its gonna kill me."

Artemis pushed Wally to the ground followed by putting her feet up on the coffee table, "I don't have a Vilgax-arrow so I think I'll stay put."

Dick popped his head out from behind the TV and shouted over to Conner who was holding the remote, "Ok, go to Aux3."

Conner did so and it revealed a street view of the soon-to-be-battlefield, "Whoa, where is this feed coming from?"

Dick chuckled and sat back on the couch, "I retasked the watchtower viewing satellite to give us a first-hand point of view."

Conner sighed with relief as he laid back, "The fighting hasn't started yet but, it looks like Vilgax is making land-fall."

Dick threw his hands in the air and shouted, "Where the hell is Ben?"

M'gaan stared wordlessly at the television as Vilgax stepped from his sphere and revealed himself to the world, "Ben, where in the hell are you?" She whispered.

…

Vilgax took a few steps forward before the ground beneath his feet begun to shake slightly, he turned back to his pod as suddenly a costumed fist tore through the metal and ripped it to pieces from the inside. Superman stood to his feet with an enraged look on his face and his eyes practically blazing with red heat, "Vilgax!" he shouted in anger.

Vilgax turned completely and raised an eye at this feat of strength but, he said nothing.

"Leave this planet now or face the consequences!"

" **I'll leave as soon as I have the Ultimatrix on my wrist and Tennyson's head hanging on my trophy wall** ," Vilgax smiled and raised his hands into a fighting stance, " **Give it you're A-game."**

With a roar of anger and anticipation Superman dashed from his position, ramming Vilgax in the chest and pushing him through a building.

Vilgax slammed his sharpened claws into the ground and gracefully stopped his momentum. Superman flew after him with a fist raised; Vilgax cocked his fist back and prepared to collide. The connection shattered windows for miles and sent Superman flying through the air uncontrollably, leaving Vilgax unharmed.

"Maybe we should stop watching and start fighting," Flash immediately sped off at miraculous speed circling around Vilgax at super-speed, sending random jabs and shoves.

Martian Manhunter lifted himself into the air and shifted into camouflage mode disappearing; Marvel sighed, "Guess I'm on my own then."

Vilgax took each of the Flash's attacks without flinching until in a random burst of speed, Vilgax stuck his fist out causing Flash to slam into it and fly through the air landing in a mile of concrete.

Captain Marvel flew in struck Vilgax with an upper-cut that sent him off his feet and onto his back thirty feet away, "Oh, I got him." Marvel smiled and felt his own muscles with an impressed look.

Vilgax stood to his feet slowly and squinted at Marvel as his eyes began glowing a crimson red energy, from Vilgax's eyes came beams of red energy and as Marvel flew upwards to dodge, the beams made a ninety degree turn and chased after him. Marvel broke the sound barrier and continued to go hypersonic but the beams never let up, they tailed him for nearly a minute before striking him in the back and exploding. From the small plume of smoke, Marvel fell to the ground semi-conscious and injured.

Vilgax threw up his right guard to block Superman's advance but, the raw strength pushed him over and through the air. Vilgax stopped himself mid-air and flew downwards landing a powerful uppercut and then a downward cross-hook combination. Superman's feet cut through the asphalt as he was pushed through the ground by Vilgax's attacks.

A little misdirection and Vilgax managed to land a cross to Superman's chin sending him into a building and through a few support beams. Some of the building began to collapse as Superman recovered, he floated up and caught the ceiling and began mending the cracks with heat vision. People below him screamed even as Superman tried to console them and direct them to the nearest exit.

Meanwhile, Manhunter floated just over Vilgax as he prepared to attack, he was in camouflage mode and was almost certain he couldn't be seen, until Vilgax's head swiveled towards the Martian as he reached out with his gauntlet hand and managed to grab the alien by his abdomen. Manhunter had no time to be curious on how he managed to be touched while density shifting due to the excruciating pain that followed Vilgax's touch. A violent electrocution fired the Martian as he struggled to get free and screamed in agony.

Marvel flew in from behind and slammed his fist into the back of Vilgax's head causing him to release his grip on the Manhunter; He floated upwards and away from Vilgax before stumbling and falling into a ditch made by the shockwaves.

Superman flew in and floated next to Marvel as Vilgax turned towards them, smirking as he did so. The two titans dashed forwards with a flurry of punches and kicks aimed directly at Vilgax, however; they never even made contact with the warlord as a yellow holographic shield surrounded him blocking every blow without breaking. Vilgax's Shield of Zegal could protect against even planet level destructive power and the two power houses simply didn't have that energy in their fists alone.

The shield lowered and from inside came a large thick beam of red energy pushing both the Captain and Kryptonian back towards the ground; Vilgax also wields the Ruby Ray of Ulo which effectively killed Ultimo back in his own Universe.

Vilgax floated down with his hands passively behind his back, **"You can't hurt me and you can't stop me; continuing on this course of action is unwise."**

"I'll show you something unwise!" Flash zoomed in with his trademark lightening streak following suit, he dashed in and began vibrating his fist, charging the Infinite Mass Punch, "Supes, you getting in on this?"

Superman smiled and cocked his fist back as it visibly vibrated faster and faster, "Don't mind if I do."

Vilgax scoffed, **"For your own sakes; I'll refrain from using my shield."**

Superman and Flash ran in, now moving at near light speeds, they charged in and sent their incredibly powerful fists at Vilgax with everything they had; Vilgax stretched his arms as he flexed and the spokes in his arms injected some sort of serum causing rapid muscle growth. His arms grew three times their original size and no doubt they grew in strength as well. Vilgax threw both his palms out as his open hand met their fists, a trembling force of sound and pure kinetic energy ripped through the air shattering windows, buildings, streets, cars, and even sending people flying. Dust clouds covered the area as Marvel and Manhunter regrouped to witness the outcome; as the dust cleared, they heard an agonizing grunt.

" **You see?"** Vilgax held both Superman and Flash by their broken and twisted wrists, **"I have defeated your greatest heroes in hand-to-hand combat; none can challenge Vilgax! Except one Ben Tennyson, face me or watch the end of your so called guardians."**

Manhunter immediately flew up and attempted to raid Vilgax's mind, immediately alerting the warlord to the Martians dropped the two man-handled heroes and used his laser vision to blast right into a density shifting Manhunter who should still be untouchable.

" **Pathetic, I have mental defenses you could never break, and my weapons and abilities have been enhanced to deal with Ben Tennyson's skill set. Intangibility means nothing to me now,"** Vilgax laughed as Marvel flew in attempting to throw a right straight which was dodged easily and countered with a back hand knocking him into a building.

…

"Ben… Ben was right," Wally nearly collapsed to his knees in front of the screen as his mentor Flash was dropped to the ground like garbage.

Conner sat back in shock, "It's a monster, like nothing I've ever seen."

Artemis stood up; "We can't just sit here!" she walked over to the counter and grabbed her duffle which she brought for patrols.

"You're the one who said to stay!" Wally threw his hands up and pointed out the irony but Artemis continued pulling her bow and quiver out.

"I know what I said but, that's when I thought Superman could do his 'god amongst men' thing and take out the bad guy but, clearly, he can't," Artemis grabbed the duffle and stepped into the nearby restroom.

Wally sighed and looked over at Dick, "Are you going?"

Dick stood and grabbed his nearby back-pack, "It's what Batman would do so, yea."

"Should we call Kaldur back from Atlantis?"

"He'd take at least two hours to make it here from the teleporters in Atlantis, better we just leave him be." Dick lifted the bag and walked into the Men's restroom not too far from the couch.

"Screw it!" Wally stood and slapped his knee, "I'm going."

"You guys are insane; we at least need to wait for Ben!" Conner shouted over the commotion.

Artemis practically kicked the restroom door down as she walked out with everything but her mask on, "Screw Ben! He left and promised he'd be here and even Flash managed to show but, not him?"

M'gaan didn't look up from her legs as her bangs covered her eyes, "He'll be here, he has to."

"Well he's sure as shit taking his sweet time," Artemis pulled her mask over her face and grabbed her bow, "Till then we has to act as back-up to the Justice League."

"How can you say that like it's not a totally huge deal? Vilgax just slaughtered the Leaguers!" Conner stood and shouted as Artemis sighed.

"Because we do what we do and we can't afford to get nervous when our heroes need us the most," Artemis scoffed and walked past Conner just as Wally appeared in his costume and Dick appeared as Robin.

"Stay here, be my guest but, I'm going and I'm helping," Artemis walked past him followed by Robin and Kid Flash as they walked towards the teleporters.

Conner lowered his head, "Fine, just fine. If we get killed they'd better put ' _it was Artemis' idea_ ' on our memorial." He followed suit as M'gaan stared at them.

Conner turned back just before leaving, "Are you coming?"

"What if Ben comes here first? What if he doesn't know what's going on or-" M'gaan was cut off by Conner scoffing and turning around.

"Ben isn't some messiah, he's a person. Stay if you want but, likely hood is, Ben is minutes from the battle field and you're gonna miss him," Conner ran into the teleporters leaving M'gaan to contemplate her actions.

…

As they arrived they just barely managed to hid behind a large slab of building that had collapsed, Artemis took a peak over the rubble and managed to get a look at Vilgax as he pounded Marvel's head into the ground repeatedly.

"Ok, Robin and I will distract him, you two take him by surprise and maybe we can do some damage, got it?" Artemis received three nods as Kid Flash immediately zoomed off followed by Superboy who used a super jump to leap towards another pile of rubble on the far side of the battle field.

"Hey!" Artemis shouted as she fired tree arrows at once towards Vilgax followed by three shuriken aimed at the same spot, "Ben told me you wet the bed! You should talk to a doctor about that!"

Vilgax backhanded the arrows and shrugged off the exploding shuriken as he focused his sights on the two who continued to fire projectiles, Artemis sighed, "Don't fix what ain't broke," She mumbled as she fired an arrow which was easily caught by Vilgax.

The arrow began expelling a gas like substance from its shaft and just as another arrow whizzed by with a burning tip igniting the gas and causing massive explosion in the warlords face.

"Nice aim," Robin commented as Artemis chuckled.

"It's all in the wrist."

Vilgax walked through the smoke unharmed looking around for damage on himself but only grinning when he realized he was uninjured.

Superboy jumped through the air coming down with a powerful fist to the top of Vilgax's head and as he landed he attempted to sweep his feet from under him only to realize his kick didn't budge the behemoths balance at all. Vilgax quickly grabbed Conner by the leg and heaved him across the battlefield and into a burning building causing it to collapse on top of him.

A red and yellow blur sped around him at hypersonic speeds only to be tripped by a small beam of energy from the eyes, Kid stumbled across the floor hitting a slab of concrete.

An arrow dug itself into Vilgax's shoulder which didn't appear to do any visible damage other than when it opened up and released a high-frequency sonic blast causing Vilgax to cover his ears briefly.

Robin smiled as Conner came in and delivered an uppercut and several jabs and kicks knocking Vilgax around until the alien simply grabbed and crushed the arrow on his shoulder, **"What is this supposed to be? The hero's offspring?"** Vilgax drove his fist into Superboy's solar plexus causing him to fly through the air.

"We prefer partners," Robin threw more ineffective shuriken which was followed by multiple arrows.

" **Just bring me Ben Tennyson and I won't kill any of you, of course just until I kill him and take the Ultimatrix,"** Vilgax smiled as he used a beam of laser vision to blast the tip of the rubble slab the two considered 'cover'. As Vilgax approached the two heroes he shrugged off multiple explosions without flinching as Artemis fired her last arrow it struck Vilgax in the chest exploding and spreading a quick-dry concrete solution; the alien focused only for a moment before his massive muscles broke through the concrete and allowed him to continue walking. Artemis lowered her bow and sighed, "Well, shit."

"Any other bright ideas?" Robin asked as he held his last remaining shuriken in between his fingers.

Suddenly, the two heard screaming coming from behind Vilgax, a blur of red came from behind and grabbed Vilgax in a full-nelson as he lifted the war-lords chest into the air with sheer will-power he shouted as loud as he could, "SHAAZAM!"

From the sky rained a bolt of lightning that surged with mystical energy and struck Vilgax in the chest releasing a loud boom of thunder as it did so. Vilgax screamed in agony as the bolt slowly dissipated and the pain followed suit. As the smoke drifted off the bodies of Captain Marvel and the alien murderer, Marvel realized he had avoided transforming back into his child form by allowing the lightning to strike Vilgax instead of himself.

Vilgax's eyes shot open quickly as he immediately raised his muscle density and elbowed Marvel in the kidneys freeing himself in the process. Vilgax turned and delivered a cross-hook combination that sent Marvel across the street and into a car.

" **You are all fodder to me; bring me Tennyson now!"**

"He's a busy man, Vilgax; he doesn't have time for the likes of you!" From behind a massive bolder levitated upwards and slammed into Vilgax who sighed as he was pushed into the ground. Two beams of red split the boulder from the inside and released Vilgax with ease. He jumped out and looked for the source of his new problem.

M'gaan floated above him in full costume her eyes glowing a sinister green, "You'll be fighting me now."

" **Fight? Hmph,"** Vilgax scoffed and floated upwards as they began engaging in a mid-air fight. Boulders and cars flew up from their position and slammed themselves into Vilgax who cut through or blocked anything that came his way. She pushed him back with a telekinetic blast but, Vilgax pushed through and back handed her to the ground below.

Superman's vision was blurry, which was honestly a rare occurrence in his life but, he managed to focus his sights on Vilgax who held Superboy up by his 'S' emblazed shirt. The boy of steel was clearly unconscious and bleeding from his mouth and nose but, Superman couldn't help. He lifted his hand up as he reached out towards Superboy and Vilgax who cocked his fist back prepared to make the final blow when suddenly, a force pushed down on the man of steel. As he looked around he noticed not only his hands but everything else was experiencing some sort of pressure of power. He tried focusing on the horizon but could only make out a silhouette as he walked through the broken city, nonchalantly.

Even Superman's vision couldn't make out the person's physical appearance but, he could see a cape blowing in the wind behind him.

Artemis peaked above her new source of cover which was part of a massive sign that read 'Daily Planet' across it, "Who is that?"

Robin smiled as he caught sight of the silhouette, "City's been evacuated for the most part, that can only be one person."

Vilgax felt the pressure in the air and looked over at the person arriving; the sight caused a smile to crawl across his face.

As the man approached everything fell silent, his proximity shrank as he stepped closer and revealed his features. The man was clear as day now, he was Ben Tennyson. He approached shirtless wearing nothing but, old cargo pants that had rips and tears running through it and a white cape tied firmly around his neck. He seemed considerably taller and bulkier; he even sported a short beard trimmed perfectly along his features.

" **Ben Tennyson."**

Ben said nothing as he approached slowly passing M'gaan but, not sparing her a single glance. He passed an unconscious Kid Flash and approached Vilgax who immediately dropped Conner and turned his full attention towards the arriving hero.

"Sorry I'm late… did I miss anything?" Ben didn't smile but he looked around casually at the fallen heroes and burning buildings around him, "You've been busy, old pal."

Vilgax raised an eyebrow, Ben wasn't angry at all in fact he was perfectly calm. Vilgax was a smart person, he had been invading Ben's mind and dreams for months so that he would be in psychological ruin when he arrived but, he was at ease. He wasn't lashing out or screaming or even glaring, he simply didn't seem emotionally effected. **"That's all you have to say?"**

Ben didn't answer as he lowered his head, Vilgax tightened his fist and stepped closer, **"You aren't angry with me? You aren't scared? You should be furious! Terrified! Something!"**

"I'm not," Ben sighed as he looked around at his friends; they all looked towards him with such glorious hope. He was a beacon for them, a light in the darkness, and as he stood there, his light was brighter than ever.

" **I killed your family! I destroyed your home world! Fight me Ben Tennyson!"** Vilgax raised his hands up and motioned to the scene around him, trying to intimidate his opponent.

"I know what you did and… I'm not angry anymore," Ben looked down at his wrist where the Ultimatrix's glow hummed to life, "I want to kill you, I want to make you pay for what you've done and trust me, you will." Ben continued as Vilgax and the other heroes listened to him, "I've hated you for so long but, I can't do it anymore, I can't hate you anymore."

Vilgax's eyes widened slightly at this remarkable show of maturity, he had never expected this from Ben Tennyson of all people. M'gaan, Superman, Artemis, Robin and even a semi-conscious Kid Flash marveled at the sight before them, a calm Ben Tennyson talking to Vilgax in a mature manner.

"I forgive you."

Vilgax immediately screamed and raised his arms above his head, throwing them down in anger he was only slightly surprised by the dome of blue energy that protected him without a single crack. Ben smiled, "I'm going to lock you away somewhere that has no key to hide but, I wanted you to know that before we start this."

" **The gladiators match twenty years in the making! Ben Ten vs Vilgax the Conqueror!"** Vilgax failed to realize the time difference between the two Universes but, that fact was inconsequential now.

Ben sighed and allowed a green glow to engulf his body; he needed no action of any kind as with Master Control, even a mental command is enough to trigger a transformation. The glow dissipated leaving Diamondhead in his place; the crystal man looked Vilgax in the eyes as his muscle mass grew in size once again. Vilgax gripped the hilt of his blade for the first time during this battle, pulling it from its holster he held it up in a proper fighting stance.

Due to gravity, a small pebble shifted in the rubble of the emissive pile of building and concrete. This was Vilgax's sign to attack with a quick sword slice that never made contact with the diamond alien. Diamondhead ducked under the sword swing and clipped Vilgax's feet out from under him, Vilgax was mid-air for a good two seconds before receiving a blast of multi-colored energy to the chest pushing him out towards the battle field and scattered his weapon.

Everyone, including Superman, was in complete and utter shock as they witnessed the events in front of them. Ben just took town Vilgax in one swift blow, without any effort. This was after Superman and Captain Marvel were curb-stomped by the same man!

Vilgax rose and quickly grabbed a hold of his blade again as the giant sword began glowing, he smiled at Diamondhead who sharpened both hands into blades. They charged each other with a mighty cry and clashed blades with hypersonic speed and microscopic accuracy, each strike shattered the sound barrier and sent sparks flying through the air. Vilgax managed to cut his blade significantly through Diamondhead's blade arm but didn't manage to slice all the way through. The crystal man smiled as he pulled the sword from Vilgax's grip and side kicked the alien away, tossing the sword as his arm slowly regenerated.

" **I spent five years training with that sword and you disarmed me in all of thirty seconds! How?"**

"I guess I had a better teacher," Diamondhead was engulfed by a green light that revealed XLR8 who immediately lowered his visor. In a blur of speed he blitzed around Vilgax with sparks of yellow lightening surging around him, he moved at insane speeds easily quadruple his top speed before the training. Vilgax swung his fist and missed terribly before shooting twin beams of energy from his eyes which immediately began tracking and following XLR8 but, unlike the heroes of the past, XLR8 had the ability to further is speed by sending a mental command that caused another green glow. From the glow emerged Ultimate XLR8 turning corners and avoiding the lasers at all costs, running through buildings, passing through houses and cars. XLR8 finally managed to get back to where it all began by dashing towards Vilgax and sliding beneath the giant's reach and in between his legs, emerging from the other side. Vilgax's own beams struck him in the chest pushing him back slightly and causing a small explosion which Vilgax shrugged off anyways.

XLR8 dashed towards Vilgax's back and sent a flurry of rapid fire jabs with extreme accuracy; as the jabs kept firing, they began to sound like gun-shots because of their raw speed. Vilgax activated the Shield of Zegal creating a dome of yellow hard-light constructs around him; XLR8 immediately dashed backwards and transformed into Heatblast who allowed his actively flaming skull to burn brighter in preparation for a fight.

Vilgax used his hurricane breath to aim a torrent of wind directly towards Heatblast who countered with a wave of flames from the center of his palms. Heatblast exploded upwards using his altitude to fire massive balls of fire that scorched the air around them. Vilgax used his super speed to dash through the battle field as Heatblast used a small ignition of fire under his heel to keep himself in the air; He grabbed his sword from the ground and turned in time to deflect a ball of flame. Heatblast was engulfed by emerald light as the small white carbon-creature EchoEcho appeared in his place immediately sending a wave of sonic energy that pushed Vilgax to a safe distance. EchoEcho allowed another light to cover him as he changed appearance once again, gaining a tall humanoid structure and his containment suit changed from white to blue. Ultimate EchoEcho crossed his arms over his robot-like chest as Vilgax squared him off by lifting his sword and pointing it towards him. EchoEcho squinted before burst of sonic energy from his palms pushing Vilgax back on his heels but, was surprised as he used his sword to cover his face and pushed through the attack anyways. EchoEcho used a second hand, doubling the decibels as windows around the city turned to dust before his eyes although, being a contained force of pure sound energy, he didn't mind the ear shattering attack. The rest of the team couldn't say the same as they screamed in agony covering their ears; even Superman had a hard time listening to the fight.

Vilgax forced himself through the attack until he was staring down on Ultimate EchoEcho; He backhanded the hero away slamming him through a wall of concrete and into an abandoned parking garage. From the outside you could see the green flash that spread through the entire garage; there was a long pause as Vilgax lifted his sword in preparation.

Suddenly, a tall humanoid purple crystal-man came crashing through the wall with little effort heading straight for Vilgax who swung his sword at the man as he approached. Chromostone turned at the last second and grabbed the blade with both hands pushing it to a stop; He continued to rip it from Vilgax's grasp once again before slamming the hilt into the alien demon's temple. Chromostone tossed the sword up and grabbed it by the hilt and raising it in a perfect broadsword-wielding stance. Vilgax only reeled back for a moment as he immediately raised his palm somehow pulling the sword to him. Chromostone noticed the hilt glowing blue and realized there must be some tech that draws the blade to its owner; He released the sword willingly and allowed it to fly back into its master's grasp.

Chromostone released a beam of multi-colored energy from his crystal-horn on his head; the beam struck Vilgax's sword but as it did, blue crystals grew across the blade and began deflecting the beam without effort. Chromostone intensified the beam but, the blade continued to deflect it. He knew the nature of the blade as he had been in this situation before; Chromostone ceased his beam attack and began launching shards of crystal at him instead. Vilgax swung his sword shattering the crystals as they approached him, he then ran forwards with his fist cocked back ready to strike.

Chromostone lowered his hands and reeled his fist back in the same way, running towards Vilgax with intent to end the fight here and now. The distance between them closed and their fists met with unimaginable force; the team along with the injured leaguers, who had just begun to stand, was knocked away by the shockwave that filled the city and blew apart nearby buildings.

Vilgax stood stalemating Chromostone, their right and left fists connecting still and causing raw kinetic energy to shoot through the air like electricity, bouncing off of them as it did so. Chromostone released a beam of energy from his chest that pushed Vilgax back on his feet but, he didn't fall. He pointed his blade at the alien hero and from the tip came a crimson red beam of energy that struck Chromostone, knocking him back a little and causing multi-colored energy to surge as he absorbed the attack.

Chromostone instantly transformed into Swampfire and furthered his transformation into Ultimate Swampfire. The tree-like alien rushed Vilgax throwing a hook-cross combination which was countered by a defensive side-kick that launched Swampfire back. Vilgax fired his Ruby Ray of Ulo which blew a hole in Swampfire's chest; Swampfire sent a flurry of seeds at the ground beneath Vilgax as he allowed the hole to regenerate.

The seeds grew and began sprouting rapidly tangling Vilgax in thick green vines constricting his movements and causing him to drop his sword.

Swampfire quickly used a vine to grab the sword and drag it beneath the ground, pulling it through the dirt and out of sight, "You know what they say, Vilgy, it's all fun and games until someone loses an eye."

Vilgax could normally break through the vines with ease but, somehow they were much stronger then he remembered. Vilgax struggled to break free as Swampfire walked towards him and cupped his palms out in front of his chest. After a few seconds he released an expansive wave of blue fire that completely engulfed Vilgax and incinerated the vines that held him.

Most of the heroes around them smiled at this, a sign of hope for this battle as Ben took the upper hand.

"I was expecting more from you, Vilgax. Guess the hero always wins after all, huh?"

" **Heroes die."** Vilgax stood to his feet feeling little to no pain from the attack he just tanked point-blank.

"Only if you can catch them," Swampfire shifted into his XLR8 form with a single flash of light, XLR8 was somehow different then they remembered him though. His design was mostly the same but, his physique was more built and he had streaks of yellow lightening actively surging around him at all times signifying his use and control of the Speed Force.

Vilgax roared loudly and used his super speed to immediately chase after XLR8 through the city. They began moving at speeds too fast for the human eye to see, only barely being visible to Superman and other Leaguers. Their clashes sent shockwaves through the city at a rate that nearly shattered entire buildings; a green flash of light signified the appearance of another alien but, no one could tell which he had transformed into as the speed hadn't changed at all. A few more flashes of green light but, no new alien to speak of. All was silent for a moment just before Fourarms flew through a concrete wall and slammed into the side of a building back first; Vilgax flew after him and slammed his fist into Fourarms' abdomen causing a splash of blood to splatter across the battlefield.

Fourarms was engulfed by another glow as the white knight Atomix appeared and slammed his nuclear powered fist into Vilgax's cheek pushing him back several feet. Atomix cracked his metallic knuckles and stepped forwards, "This is turning out to be quiteexciting huh, Vilgy?"

" **I'll kill you!"**

Vilgax flew forwards but was intercepted by Atomix's radiation glowing fist, "Nuclear Combination!" Atomix lashed out throwing combinations at high speeds, blitzing Vilgax through a building and slamming him face first into the ground. The alien held Vilgax down by his neck keeping his face buried in the concrete, "I'm not playing with you Vilgax, say the words."

"Never," Vilgax shouted as he forced himself up and twisted Atomix's arm, using his laser vision to carve through the alien's armor as Atomix screamed in seething pain. Ben just barely managed to use a burst of nuclear power to break Vilgax's grip but, instead of breaking his grip, He smiled and ripped Atomix's arm straight from its socket as he landed on his back screaming in agony. His whaling reached everyone's ears as the empty city echoed his cries through every building and even to people miles and miles away.

Gasps could be heard all across the battle field as Atomix clutched his arm which leaked green nuclear energy. Vilgax stepped forwards and slammed his heel into Atomix's chest pushing him down.

Superman slammed his fist into the ground as he closed his eyes and turned away from the brutal fight now turning in Vilgax's favor. M'gaan put her hands to her mouth as tears slipped down her cheek and across her fingers; Artemis and Robin immediately prepared themselves to step in.

Artemis hopped over the slab of concrete and raised her cross-bow to eye level, aiming for Vilgax's head. She was about to pull the trigger when she saw Atomix's white metallic hand outstretched towards her; he shook his head signaling her to stop in her tracks.

A flash of green flooded their vision even causing Vilgax to cover his eyes as the glow brought forth a massive white humanoid with red armor, Way Big didn't bother shouting his name, instead; he allowed an emerald wave of energy to cross his skin and evolve his very DNA. Way Big grew twice his original size and added blue high-lights to his red cosmic armor but, unfortunately, he still lacked a right-arm.

" **This ends here and now, Vilgax!"** Way Big cocked his massive fist back as he suddenly took up most of the space on the battlefield, some of the less invulnerable members of the group scattered reaching a safe distance before he brought his massive fist down on Vilgax's head.

Way Big pushed his fist into the ground with more force but, still had a face of struggle and stress as he tried desperately to keep his fist connected to the ground. Unfortunately, Way Big's fist began slowly rising from the ground as Vilgax lifted with his legs and insane muscle mass. The warlord pushed the fist back completely causing Way Big to stumble backwards catching himself on a building.

"Holy crap," Robin gulped while Vilgax smiled brightly.

"Is there any way to beat this guy?" Marvel asked as he held his aching head in distress.

Vilgax shot twin beams of crimson through the air, changing direction and heading straight up to Way Big's head; the beams struck Way Big's center horn pultruding from the top of his head. The beams were unnaturally strong as if this was the first time they had been used at full power; the explosion could have turned a mountain to rubble but, instead an intense red light filled everyone's vision as Way Big reverted back into Ben, who fell from three-hundred feet up towards the ground.

Ben's cape was gone, lost at some point after his arrival but, it was as if his entire body flowed in the wind like the cape he had lost. He felt the wind blowing and tickling across his skin, feeling the stub that was now his right arm; time practically stood still as he still fell through the air but, his thoughts were faster, he was experiencing things faster or slower relative to how you look at it. He felt a soothing touch in his mind, like the sunshine breaking through dark storm clouds.

"Ben…"

It was just a soft whisper, he couldn't just hear it in his thoughts; he could feel it in his bones.

"Ben!"

It was loud and clear now, a voice. Her voice. M'gaan spoke to him telepathically, her touch was sensational in his mind; he felt a rush of power. A rush of raw will-power burst open the flood gates and allowed it to flood his entire body.

As Ben flew through the air, armless, injured, and beaten; he used his last resort, his ace in the hole, his trump card.

A green glow engulfed him, the transformation began as the entire Universe and all the power within it condensed into a single being.

" **Alien X!"**

…

Ben slowly creaked his eyes open as he realized he was no longer in the city or falling through the air. Ben looked around and was greeted by only blackness and small white specks that represented the billions of galaxies in the Universe.

Ben floated in space and knew exactly what would come next.

"No he's not."

"Yes he is."

"No he's not"

"Yes he is."

Ben turned and witnessed the massive emerald faces floating in front of him, arguing with one another endlessly.

"Belicus, Serena, It's been a while," Ben announced his presence as he floated towards them slowly.

"Ah, look Belicus; it's our old friend Ben Tennyson! Have you come to visit us?" The female face named Serena greeted Ben with a cheery and polite voice but, the other face named Belicus turned around completely revealing them to be mask-like beings.

"Why would he come to visit us after all these years that he's kept us LOCKED AWAY," Belicus shouted as his voice echoed through the universe.

"Now-now Belicus, let's not be rude. Motion to at least hear Ben Tennyson out?"

"Motion denied! Motion to set Ben Tennyson on fire for a thousand years at which point we put him out, heal him, and light him on fire for another thousand years!"

Ben rubbed the back of his neck nervously as he chuckled, "Uhm, Motion denied?"

Belicus sighed, "Rats."

Serena chuckled slightly, "Motion to at least know why Ben is here?"

Belicus scoffed and turned away, "Motion carried."

Ben smiled, "Well, you see there's this-"

"The motion was to know why you're here; I don't need you to tell us." Belicus and Serena both closed their eyes for a literal second before opening them again, "You want to use us to stop Vilgax? We aren't a weapon, motion denied!"

"Ah-ah Belicus, Ben hasn't made a motion, yet!" Serena smiled brightly as Belicus scoffed once again.

"Pshh, fine, what is your motion?"

"Well, I-"

"Motion denied!"

"Belicus!"

"Fine… proceed," Belicus rolled his eyes and looked back on to Ben.

"You guy's love to argue, obviously, but I never thought of you as a weapon! You're a living being, not a tool," Ben turned and looked out to the Universe around him, "I know you don't concern yourselves with the fate of the Universe being that you can't be affected by it anyways but, I'm asking not to use you to save Earth or the Universe, I'm asking to use _us_ save _you_."

Belicus and Serena looked at each other and then back to Ben, "Elaborate?" Serena asked.

"Vilgax wants the Ultimatrix and if he gets it, it could go one of two ways for you," Ben smiled and raised is hands up, "Either he never uses you and you stay locked in the Ultimatrix for the rest of eternity or he uses some inhumane tactic to try and harness you and probably enslave you but, you'd still be stuck in here for probably centuries until he figures out how to do that."

Belicus and Serena shared a look, but said nothing, "Look, here's my motion; Motion to allow Ben Tennyson temporary control over Alien X to defeat Vilgax and save you from solitary confinement or enslavement."

Serena immediately smiled brightly, "Motion seconded!"

Belicus grunted loudly, "I suppose watching Ben Tennyson's life with the possibility of being used is far more favorable than being with Vilgax for eternity… fine, motion carried."

Ben smiled and felt the power rush into him as he entered the conscious plane of reality once again.

…

Vilgax and all the heroes stood, staring up at Alien X who floated in midair without moving a single inch.

"What's this guy's ability? Standing around like a statue?" Kid noted as he got up from the ground; Vilgax looked back at him and then back up towards Alien X.

" **I've never seen this transformation, what is it?"**

Most of the heroes were confused until Vilgax lost his patience completely; He marched up and passed most of the sidekicks until he reached M'gaan whom he grabbed by the neck and held high into the air. She screamed and struggled to free herself but, failed against Vilgax's grip.

" **Either Ben Tennyson continues this battle or I slay this maggot where she stands!"**

Alien X didn't move, but finally, his eyes snapped open with furious intensity, as he looked down at Vilgax, he blinked a single time.

Vilgax thrusted his fist forwards with intent to ruin Ben's life even more than he already has but, he never made contact. M'gaan was now floating in orbit around Alien X and Vilgax held nothing at all.

" **Super speed?"**

M'gaan smiled as she stared at Alien X's appearance; it was like she could see the entire Universe sprayed out across his skin.

"Ben?"

M'gaan received no answer as suddenly she was back on the ground next to Artemis and Robin whom nearly died from shock after seeing her appear so randomly.

"What's going-"

" **Seconded, motion carried! We will not be imprisoned for eternity!"** Alien X's voice was comprised of three voices which were that of Belicus, Serena, and Ben's human voice speaking in unison; Alien X disappeared in a flash of white light, appearing behind Vilgax with another white flash.

Vilgax spun around and fired the Ruby Ray of Ulo at Alien X who held a single hand out and didn't even flinch when the beam struck his palm and dispersed around him, destroying cars and buildings.

A massive chunk of rubble fell from a building as gravity pulled it towards the ground and threatened to squash Artemis, Robin and M'gaan. They closed their eyes as they noticed the rubble right above them but, nothing happened. As they opened their eyes, they realized a white dome-like force field protected them from the concrete rubble. "Was that… Ben?"

Alien X lowered his hand and stared at Vilgax for several moments until the warlord lost his patience once again releasing twin beams of crimson which bounced off of Alien X harmlessly.

" **What is this creature? What power is this?"**

Alien X spoke up, **"A power you will never possess no matter who or what you absorb! Alien X is Omnipotent!"**

Vilgax's eyes widened with shock, "…impossible," he could barely speak, how could Ben have a transformation like this? Why has he never used it?

Artemis looked towards Robin as she dropped her crossbow completely, "He's bluffing, right? He can't really be-"

"This is Ben we're talking about here; I think we can't dictate anything as impossible," Robin sighed and looked on as Vilgax roared once again, "But, it looks like he's pretty confident in himself and as long as he beats Vilgax, I don't care what his power is."

Vilgax's anger was evident as he flexed his muscles and the spokes in his arms caused another massive muscle growth, **"I will not be defeated!"**

Vilgax used his speed to rush Alien X with a combination of continent shattering blows with expert attack potency and accurate consistency but, it all meant nothing as every attack thrown simply slammed into some sort of invisible wall protecting Alien X with infallible durability. The alien-god stood passively with his hands by his side as Vilgax pounded away at the invisible force field; He stopped for a moment and pulled a laser pistol from his belt firing it sporadically at Alien X but it still did no damage.

" **You think you've won? Without throwing a single punch? I won't be defeated** **no matter what the cost may be!"** Vilgax pulled a small silver cube from his belt and smiled, pressing a glowing blue button on its surface. **"This is a Chronosapien Time-Bomb, it eradicates alternate time-lines and those who aren't native to a certain Universe."**

Superman stood supported by Manhunter and Marvel, his eyes widened when he heard Vilgax explain his device, "But, that means he'll destroy Ben and himself all at once!"

Manhunter sighed, "Hopefully this 'Alien X' won't allow that to happen."

" **Normally it would just destroy the two of us but, I just set it to overload which will destroy the fabric of time and space as we know it! No Universe will be able to resist complete annihilation!"** Vilgax cackled loudly as he held the device in the air, it began glowing a bright blue color as it detonated and the blue energy exploded outwards destroying everything in its path.

Alien X froze time around himself, everything stopped including the people, the animals, and the time-grenade. Alien X looked around and noticed how everything was only milliseconds from utter oblivion but, he didn't seem worried in the slightest. He began expanding until he was much larger than even Ultimate Way Big and, with little effort; he wrapped his hand around the explosion which was now the size of an apple to him. He closed his hand around it and unfroze time once again.

Vilgax tripped and fell on his back when time began moving normally and he was able to witness the massive cosmic entity standing above him.

" **Wha… What? I…"**

Alien X shrunk down with the explosion still in his palm, once he returned to normal size he opened his palm where a small plume of smoke slowly dissipated into the air.

"I think he just won," Kid said uncertain of what had just happened.

"I think so too!" M'gaan smiled brightly as Vilgax barely managed to get to his feet.

" **I am Vilgax the Conqueror! I can't be defeated! I am the most powerful fighter in the Universe!"** Vilgax went on and on about himself as he tried to understand the situation but, he didn't get too far as Alien X appeared in front of him instantly and reached his hand out. Alien X pulled his finger back and sent a single flick to Vilgax's forehead launching him across the city with incredible force, he flew through multiple large office buildings before finally allowing gravity to take hold and bring him back towards the ground.

Alien X appeared next to Vilgax's crater with a white light, he floated down to Vilgax's level and was surprised to see the warlord stand and attempt to melee attack. Alien X froze Vilgax mid-swing and teleported both of them back to the original battlefield; Vilgax, who was still frozen, was throw to the ground like trash as chains and shackles suddenly materialized around his neck, arms, hands, and legs.

" **Those shackles are denser than even Neutron Star Material! You will never break free of them,"** Alien X snapped his fingers somehow knocking Vilgax unconscious before he could say a word.

" **Motion carried! Restoration seconded!"** Alien X stuck his palm out and created a single circle made of unknown clear energy above his head. When the circle was finished it spread itself across the city, restoring the buildings to their former like-ness, brought the people who had perished back to life unharmed, and even healed and restored the heroes to consciousness.

Everyone stared at Alien X as he floated there for minutes doing and saying nothing as the people rejoiced in their life being restored. Suddenly a bright white light engulfed Alien X and dropped Ben Tennyson off where the god had once stood.

"Wow, it's been a while since I've use Alien X, I almost forgot how badass he can be!" Ben chuckled and looked at his glowing pristine Ultimatrix, "Thank you, Belicus and Serena. I promise I'll use you more often."

M'gaan flew in as the others began to gather around him, cheering and holoring as they did so, "Ben! You did it!" the Martian girl embraced Ben in a warm, comforting hug that warmed his very essence. He returned the hug, wrapping his own arms around her slender waist.

Kid sped through and arrived next to Ben, "It's great that you beat him but, why didn't you get your arm back?"

Conner cracked his neck as he walked forwards, "Yea that seems pretty trivial compared to what we just witnessed."

"Alien X's power isn't a toy or a weapon; I can't use it for personal reasons even if I wanted to," Ben explained his power as he held his right stump with his left hand, "Unfortunately, I think this is gonna be permanent."

"I don't care as long as you're here and you're safe," M'gaan hugged him once again, tightly embracing him.

Artemis chuckled, "She's being subtle but, I think M'gaan missed you." Artemis pointed out the obvious sarcastically as the Leaguers came to grips with what just happened.

Superman, Manhunter and Marvel began talking amongst one-another, "Should we tell him?" Marvel asked curiously.

"I think he deserves at least that much," J'ohn added as Superman rubbed his chin in thought.

"Fine, we'll tell him but, I'm the one that tells him." Superman began walking over to Ben as Flash and others gathered around.

"Ben, may we have a word with you, in private," Superman asked as Ben put a hand on his hip.

"Whatever you have to tell me, you can tell me here," Ben smiled and wrapped an arm around M'gaan as Kid, Conner, Artemis and Robin all gathered close as a team, "We're a team but, more importantly, we're friends."

Superman shared a look with Manhunter and Marvel as Flash shrugged to him in response, "Well, about the team thing, we wanted to tell you that, well, we have officially nominated you for a place with us on the Justice League."

Ben's eyes widened as Manhunter stepped forwards, "Over the last six months you have shown great power, intelligence, strategy, maturity and, most importantly, responsibility. For these reasons, in light of recent events, we feel you are ready to be one of us along with multiple other nominees."

Everyone looked towards Ben as he began smiling suddenly, "I… I'm not sure what to say."

Kid slapped him upside the head playfully, "How about, 'yes'!"

"I'd be honored to accept your invitation," Ben smiled as they all cheered for him; Conner grabbed and lifted him above his head as they all cheered his name loudly.

…

In an unknown location, a dark building with dimly lit halls and rooms, Vandal Savage watched as Ben Tennyson was invited into the Justice League after the defeat of Vilgax.

"This poses… problems," Vandal mumbled as Lex Luthor and Sportsmaster stepped up behind him with a third person behind them.

"Red Arrow was also nominated for membership into the League," Sportsmaster added as Red Arrow AKA Roy Harper stepped up from behind them with a dim, blank look in his eyes.

"Yes, we have our 'in' so to speak, but this Tennyson boy is a wild card, an unknown factor, we have no idea how the Starro-tech will react to his biology or the biology of his transformations," Savage sighed as Sportsmaster scoffed.

"Pshh, then we kill the kid."

"Actually," Luthor spoke up, "Project Amalgam could use the Ultimatrix as the final piece to the ultimate creation."

Vandal sighed, "Then we extract the Ultimatrix from his rotting corpse," Vandal twitched his eye and the flat screen TV in front of them was crushed by an invisible force of some kind.

"What should he do?" Sportsmaster smiled under his mask and jabbed his thumb in Roy's direction.

"He's going to act as our Trojan-horse," Vandal flashed a sinister smile before turning and leaving the room.

…

There are only two chapters left in season one! I know I skipped a few things but, I promise it'll all make sense in the end!

P.S Thank you all so much for 55,000 reads and climbing! I promise to try and update quicker but, this chapter was completely original so it took a little longer than I expected it to.

Keep reading! And stay awesome!


	20. The Mole

I don't own Ben 10 or Young Justice

 _The Mole_

 **Hall of Justice; 11:05AM; December, 30** **th** **, 2013.**

In front of the Hall of Justice gathered a crowd of people, adults and kids alike to induct the newest members of the Justice League. Superman stepped up to the podium in front of said crowd with the existing Justice League on his left side and the six new inductees to his right; the new members included Dr. Fate, Plastic Man, The Atom, Red Arrow, Icon, and Ben Ten. The latter of which was being honored for his bravery and sacrifice after the defeat of Vilgax, speaking of which; Vilgax was sentenced to life in Belle Reve Penitentiary, his inhibitor collar and Neutron Star shackles chained him to the ground, powerless and non-threatening. He was placed in the deepest most secure wing of the meta-human prison created to hold the likes of Black Adam, Bizzaro and even Superman; without his powers and intergalactic connection as he had in his own Universe, the chances of him ever escaping were slim to none.

Superman cleared his throat as a hush blew over the crowd, "The Justice League was created for two reasons, first to acknowledge that no single individual, no matter how powerful, can solve all the world's problems alone. Second, to uphold truth, justice and peace and no single individual has done as impressive of a job as our youngest joining member, Ben Ten. The Justice League's majority was in space assisting the Green Lantern Core in a diplomatic peace treaty for two distant Galaxies, in this time a villain unlike anything this universe has ever seen appeared and posed a threat even I myself could not stand against," Superman smiled as waved Ben to step up next to him, "Even though I had fallen that day, Ben stood. He fought with everything he had and brought an inter-dimensional serial killer to justice. It is in honor of this that we grant Ben Ten league membership a full three monthes prior to his eighteenth birthday." The crowd applauded and cheered as Ben stepped up to the podium adjusting the microphone awkwardly.

"Uh, I'm not really sure what else there is to say. I did what I had to do to keep the world safe and had any one of you been in my position I'm sure you would have taken the same risk," Ben smiled as the crowd applauded once again as he returned to the end of the line of heroes being inducted. He waved at them all with his only arm as he smiled as if it wasn't any different to be without an arm.

Ben wasn't listening to the rest of the induction; he was more focused on what came next. He wasn't sure how he could worry about Vilgax escaping and his future in this world when he couldn't even figure out if a white and green hoodie was appropriate for becoming an official super-hero.

Ben was shocked from his thoughts as Batman stepped in front of him and handed him an I.D card with his name, picture, and Justice League symbol emblazed on it, "I'd say I'm proud but, there's no need to state the obvious."

"Awh, the dark knight of Gotham has a soft spot for orphan successes…"

"Cute," Batman, Superman and Wonder Woman led the new members through the courtyard and into the building.

"Your I.D. cards allow you unrestricted access to the Hall of Justice as well as zeta-tube authorization to the Watchtower; the satellite cannot be reached without one," Wonder Woman explained as they all filed into the library and realized, instead of a group of teenagers waiting for them, they were greeted by an empty room.

Icon stepped forwards and sighed, "I knew Rocket was a bit tedious that I got inducted into the Justice League but, I thought she'd at least stick around to enjoy the festivities."

Ben looked around and pushed a hand through his hair as he inspected the empty room, "oh boy, déjà vu."

…

Robin, Kid Flash, Artemis, M'gaan, Aqualad, Superboy and the newest addition Rocket all piled into the Bio-ship as it quickly ascended and rocketed into the atmosphere.

"Are you sure this is a good idea?" Rocket asked, an African American girl with a pixie-cut hairstyle, a tight blue jacket with silver lining and small head-protector covering her forehead spoke up as Robin fiddled with his Holo-computer.

"Boy Wonder is the one that got the alert, ask him," Kid jabbed his thumb at Robin who continued to play with his device.

"Albedo was spotted at a bar in New Orleans just twenty-minutes ago," Robin pulled up an image of Albedo in a trench coat that covered his red and black outfit underneath. Robin pulled the image up so everyone could see from their individual seats. "If we bring in Albedo before the League does…"

"Poetic justice," Aqualad smiled, repeating the same phrase he used the day they formed the team almost a half a year ago.

Rocket purred as she stared at Aqualad, "You know I always did like the poetic type."

M'gaan gulped once as she still piloted the ship going at least Mach 5, "Shouldn't we at least tell Ben? It _is_ his evil-twin."

Superboy scoffed, "He's on the League now, as cool as Ben is, we have to consider him part of the League and as such…"

Kid smiled and interrupted, "We defy said League to prove ourselves once again worthy of their utmost respect."

Artemis nearly cracked up, "Who knew 'The Wal-man' had an extensive vocabulary."

"Who knew the sarcastic-teenage girl had a sense of humor," Wally retorted as he folded his arms across his chest.

"Why isn't the League all over this? I mean they went after him before, right?" M'gaan asked as Robin displayed the alert he had received.

"I hacked the League data-base and arranged to get the alert an hour ahead of them; gives us some time to do our job."

Rocket leaned over to Aqualad and whispered, "Is it always like this?"

"Quite often," Aqualad smiled and looked forwards once again as they approached New Orleans.

…

 **New Orleans; 11:31AM; 12/30/13.**

Albedo swirled the liquor in his drink as the ice bounced off the sides of the glass making a 'clink' sound as it did so. The bartender was an old-man with long overalls and a handlebar mustache with more silver than a wire-brush. Albedo chugged the last of his drink down as he felt the buzz starting to hit him, "Another."

The old-man poured him another glass of Whiskey on the rocks and slid it down the counter to him, Albedo simply grabbed the glass and began sipping at it once again, "Ya know, life aint all bad. Drinking away your problems won't always be an option young-fella."

"I'm not drinking because I'm sad; I'm drinking because I don't know how to be happy." Albedo quickly slurped down the last of the beverage and slammed the glass back down on the counter, "Another." He caressed the _silver-chrome suitcase_ hand-cuffed to his wrist as he sipped his new drink with the other.

Suddenly a young man, about sixteen with short-black hair, walked into the bar and took a seat, "What are ya haven?"

"Just a soda… I'm sixteen."

The bar-tender quickly grabbed a can of soda from under the counter and poured it into a glass with ice in it, "Here ya go."

The boy took a sip before eyeing Albedo at the corner of his eye as Albedo noticed this, "Is Ben with you?"

The boy's eyes widened as Conner immediately stood from the bar-seat and backed away but, Albedo didn't move at all, he continued to sip his drink, "Not sure how you always keep finding me but, I'm afraid I can't let you take this case."

Superboy noticed the case for the first time, it felt like Albedo was pointing the case out needlessly but, He let the thought pass quickly and took a fighting stance. A bright red-glow quickly revealed a creature with red skin, four arms and, two eyes with a silver pony-tail hanging down from the base of his skull. The Negative Fourarms chugged the last of his drink as the bartender nearly fell back onto the liquor cabinet, he immediately ran to the back room for safety as Superboy jumped and attempted a right-hook but, was surprised to see that he received one instead sending him through the wall of the bar and into the street, slamming into and knocking over a tall light-post. Superboy quickly caught his composure and pressed a finger to his ear, "He knows we're here. Move in!"

M'gaan de-cameoed herself appearing above Fourarms as the two tables surrounding him levitated upwards and slammed against him causing little damage; a barrel from the back of the room came hurtling at Fourarms who turned at the last moment and sent a fist straight through the container, destroying it instantly.

Fourarms turned and backhanded Kid Flash into the liquor cabinet at speeds even the speedster didn't see coming; liquor poured all over the speedster-prodigy as the smell alone nearly over powered Wally's bowels, "Gross, I'm gonna smell like single malt-scotch for a week."

Fourarms clapped with his super-strength causing a shockwave to form around him, knocking tables and more importantly, heroes out of his way. He grabbed the brief-case and bolted for the door only to be stopped by an arrow and shuriken flying into his chest and exploding simultaneously, "It's pretty rude to skip out on a bill, dude." Robin announced as he was now surrounded by M'gaan and Rocket in the air, Artemis and Robin covering the entrance, Superboy outside waiting, Kid covering the wall leading to the backroom and, Kaldur in the Bio-ship scanning the area.

"You guys think you're so clever," Albedo was engulfed by a bright red glow and when it disappeared he was gone but, he left the brief-case behind in his place as he had transformed into Nano-Mech and slipped through the floor boards.

Robin quickly ran in and grabbed the case, looking around for Albedo, "Why would he leave this behind? There are at least a dozen transformations he could've used to escape with the case in tow, so why leave it?"

Rocket landed on the ground next to him and chuckled, "Who cares? The guy was drunk anyways! He probably forgot about it on the way out."

Aqualad came in the door followed by Superboy, "He didn't escape through the entrance or exit; Bio-ship's hard scan didn't catch anything."

"Maybe a teleporting alien that Ben hasn't used yet, maybe he found another way out? Either-way? We have to get this case to the League."

…

 **Mount Justice; 12:46PM; 12/30/13.**

Rocket, Kaldur, Robin, Artemis, Wally, Conner and M'gaan were all lined up in Mount Justice with Ben, Icon, Black Canary and Batman standing before them with grim looks on their faces.

"Tell me if this sounds familiar," Batman started as he reviewed their actions, "You hacked League systems, disobeyed protocol and endangered your lives."

Ben threw his hands in the air, "Without me! What is it with people going after Albedo without _me_!?"

Batman ignored Ben's outburst casually and continued, "And your initiative resulted in the tracking of a wanted-sociopathic criminal and the confiscation of enemy technology… great work." Batman flashed them a smile as they all returned the favor by grinning in their success, even Ben smiled at the sight spite his jealousy.

"As for this," Batman referred to the now open-case which had small red chips lined up inside of it, "Biological technology integrated with some sort of nano-circuitry."

Icon stepped in and analyzed the chip, "Although I am unfamiliar with the species, the bio-component is clearly not of Earth."

Ben took a chip from the case and looked at it, "This is Galvan, from my Universe, some of it looks altered strangely but the bio-component thingy is definitely Galvan."

Batman grabbed the chips from Icon and Ben and placed them back into the case, "I'll do more research tonight, and figure out what they were made for."

Ben smiled and slung his arm around Batman's shoulder, "You'd better not work through the inauguration party. I've got a speech planned and everything!"

Batman shrugged Ben off and sighed, "Yippee," He mumbled unenthusiastically.

After the heroes had left, the team looked onto each other, "You know we were set up right?" Robin announced as the others nodded.

Kaldur commented, "Albedo seemed both fond and distant with the case, caring for it at first and then suddenly leaving it behind."

M'gaan also pointed out, "Not to mention it was way too easy to corner him; as if he wasn't even trying."

"And the fact that Albedo had more than optimal chances to escape with the case but left it behind almost as if it was on purpose."

They looked each other up and down, "As if he knew we'd be coming," Conner squinted at the rest of the team as he said this.

Kid sighed obnoxiously and dragged his hands across his face, "Ughhh not the mole thing again."

Rocket put a finger up, "Uh, mole thing? Again?"

"We have some semi-reliable sources that say someone on the team has been leaking information to the bad-guys," M'gaan explained floating next to Rocket as she did.

"So the question is, how are they getting this information and who is it that is consistently betraying our trust," Kaldur asked.

…

Red Arrow had the same blank look in his eyes as before as he looked on at the camera feed from Mount Justice on his Holo-computer, the feed was being directly transmitted to an unknown location but once his job was done, Arrow turned the holo-screen off and his conscious look returned to his eyes continuing on with his day.

…

 **Watchtower; 6:42PM; 12/30/13.**

Ben arrived on the watch tower wearing his green and white hoodie he had worn earlier and a pair of slacks to go with it. The induction party was to include every single member of the league and the new inductee's that had just joined as well, when Ben arrived there was a slight cheering for his arrival but, it died down quick enough.

Ben mingled with heroes and heroines alike as more and more famous icons arrived one after the other; Ben was telling a story to a few of the heroes including Red Tornado, Black Canary and Green Arrow.

"Then I just tossed Vilgax into space, although; he was way weaker back then," Ben chuckled as the others did too, all of them sipping away at red plastic cups like in cliché party-movies.

Everything seem to go off without a hitch until, Ben felt someone pressing something up into his neck and then he felt a jolt of pain.

" _Foreign DNA detected; Repairing genetic damage,"_ The Ultimatrix's voice was identical to Ben's as he stood stunned while the device sent a wave of energy throughout his body. When the energy dissipated, a small, fried, chip-like device fell to the ground next to him.

Ben slowly held his head and reached down to pick it up and analyze it but, he stopped when he witnessed thirty or forty plastic cups drop to the ground simultaneously, some filled some empty.

Ben quickly looked around as the entire group of heroes looked mindlessly forwards, including androids and aliens. Ben waved his hand in front of Canary's face and even tried pushing her but she just recoiled and stood passively. Soon, they all moved in synch, standing in rows, single files.

"What the fu-" Ben was interrupted by Red Arrow coming from the main hall with Batman walking wordlessly behind him.

"Roy? What's going on? Is this part of the party because it's starting to freak me out?" Roy walked right passed Ben without acknowledging him in the slightest; he just stood by as Batman began typing into the main computer.

"Recognized: Savage, Vandal; Access Code: Batman A01," Suddenly the teleporters fired up and Ben immediately stumbled backwards in shock.

Vandal Savage stepped aboard the Watchtower with his hands neatly behind his back and a polite smile splayed across his face.

Red Arrow immediately looked dazed, he gasped and looked around at the sight of the entire League bowing to Vandal behind him, "What? I-I was the mole?"

"Yes, you were," Vandal passed Roy as he approached the line of heroes with Ben standing out like a sore-thumb. Roy immediately sprinted for the teleporters, escaping the station in an instant.

"It looks like my suspicions were well placed, the Starro-Tech doesn't affect you," Vandal sighed as the entire League stood and faced Ben with mindless looks still on their faces.

Superman, Captain Marvel, Martian Manhunter, and Flash all immediately surrounded the lone-hero, circling around him like vultures. Ben eyed them from his peripheral, squinting at them as they passed his view of Vandal.

"Incapacitate him," Vandal practically whispered as, in that same instant, the surrounding four Leaguers jumped in his direction, ignoring the green flash of light that emerged.

Superman and Marvel pushed Armadrillo by his shoulder into the far metallic-wall creating a rather large dent in it as well, "Damn it!" Armadrillo slammed his only jackhammer elbow into the wall, shaking that entire section of the station putting the heroes off balance. The alien slammed his fist, enhanced by armor, into Superman's solar plexus causing him to keel over. His next attack, a head-butt, went straight for Marvel's forehead and knocked him onto his back as another green flash appeared revealing a massive tiger-like creature, "RATH!"

Rath back handed Flash as he came into a close-quarter combat distance but, wasn't in full control of his powers obviously. Manhunter wrapped his limbs around Rath's attempting to constrict him but, still receiving resistance.

Superman came from above and slammed Rath onto his stomach, grabbing his right-stub where his arm once was and began firing red-hot heat vision into the semi-healed wound. Rath screamed like a dying cat, literally, as Superman reopened the wound painfully and almost guaranteed infection. A red flash of light signified Ben's forced transformation back into a human, "Good, now let's get Albedo in here."

The teleporters fired up behind him and Vandal smiled, "That was quick." The teleporters revealed a flash of light and from it came a red arrow whizzing through the room and piercing the floor in front of the bleeding Ben and controlled heroes. The arrow opened up revealing a high frequency sonic blast that caused everyone, even Superman and the likes of Black Canary to cover their ears and close their eyes in pain. Red Arrow sped in as Vandal creaked an eye open feeling the pain of the sound-device, he watched as Roy scooped Ben into his arms and made a mad-dash for the teleporters once again.

Vandal uncovered his ears as a small trickle of blood dripped down his earlobe, he reached his hand out slowly attempting to ignore the pain and grab the two but; another arrow pierced his knee and emitted the same sonic blast causing him to fall over in pain.

As Red Arrow carried Ben out of the Watchtower and somewhere to the surface of Earth, Superman ignited his heat vision destroying both sonic devices.

Vandal looked around for them but, they were gone, "Damn it all! Find them! Search every crevice!"

…

 **Washington DC; 9:17PM; 12/30/13.**

Red Arrow ran through the dimly lit subway, almost tripping on the tracks below him as he huffed and tried as hard as he could to keep himself from falling at that single moment. He stopped and leaned against a pillar for cover as he supported Ben with his knee and wiped the blood from his face and hands; footsteps echoed through the station as Roy hushed himself and Ben for the sake of their health.

There was silence, over powering silence that was practically deafening until an arrow flew by and cut Roy's cheek as it passed him. _They_ had spotted him.

Roy flew from his cover with his cross bow aimed to eye level he was about to fire when he received a super-fast downward cross to his face that sent him flying onto his back. The silhouettes said nothing as they surrounded him threateningly, he stood and slammed his actual-bow onto the man in the middle but, it shattered on his Atlantean armor. A green flash flooded their vision as their eyes adjusted; a red-hot fame filled the tunnel covering Roy and Ben's escape.

"Why can't you just turn into that planet-guy and heal your wounds? It would be great if you had both arms to work with," Roy sent an arrow behind him from his cross-bow that flooded the tunnel with smoke that further covered their trail.

Heatblast sighed heavily as he ran, "It doesn't work like that; these injuries can't just be healed by another alien if I was an alien when I got them! I learned that the hard way five years ago when I became a hero again."

Roy sighed as they found a manhole and slipped out of it and onto a sidewalk of some alleyway, "Looks like we're just south of where we need to-" Roy was interrupted by Heatblast disappearing in a red flash as Ben collapsed to the ground.

"Damn it, I can't save us with you in this condition," Roy reached down and grabbed Ben pulling him up and carrying him in his arms.

"I just need somewhere I can call for help," Ben mumbled as he tried to ignore the coming infection.

"No way, Justice League satellites will intercept any message you send."

"Not this one."

…

 **Star City; 10:59PM; 12/30/13.**

Roy kicked the old wooden door to an apartment open with a single stroke, practically dragging Ben in and placing him on a small white cot in the corner of the room. He closed the door and locked it swiftly; he moved to the floorboards and ripped one up revealing a black duffle bag lying underneath with a layer of dust covering it.

"Why did you help me?" Ben mumbled as Roy pulled the bag from under the floor boards and placed near the cot, opening it and revealing a cache of weapons, guns, trick-arrows, spare bow-string, and even grenades. Roy sighed loudly, "Not sure why I even betrayed you, I must've been hypnotized or brainwashed or something."

Ben chuckled through the seething pain, "And I'm supposed to trust that? You let Vandal take over the League."

"But I didn't let him kill you; that means something, right? All I know is we need to disappear," Roy pulled his new bow out and began stringing it properly.

"Not until I get some help with this," Ben sighed and took a deep breath in before shouting at the top of his lungs, "AZMUTH!"

Roy immediately jumped to cover his mouth but, Ben struggled and attempted to bite him, "Ouch! Would you quit it! You're going to draw attention to us!"

"It's necessary, AZMUTH I NEED YOU!"

Suddenly, in front of Ben's cot came a flash of white light revealing a tiny creature about the size of a brand-new pencil, "What do you want?! The microphone is in the Ultimatrix, you don't need to shout."

The tiny Galvan hopped onto Ben's cot and observed the situation, "Oh come on! What did you go and do to yourself this time?"

Roy rubbed the sleep from his eyes and blinked multiple times, "Right when you think you've seen it all."

"Sorry, Azmuth, Vilgax kinda-"

Azmuth interrupted as he observed Ben's wound closely, "I know what happened, I have multi-dimensional viewing technology. I've been using it to keep track of you as of late," Azmuth jumped onto Ben's chest and pointed into his face, "What I'm wondering is how you managed to reach a stage two infection since then."

"Long story… heh…" Ben cringed at the pain in his arm as Azmuth spotted Roy staring.

"Take a picture, it'll last longer," He jumped onto Roy's shoulder and held his tiny hand out, "My name is Azmuth, first thinker and smartest person in my Universe, I also created the original Omnitrix."

Roy reached his hand out and used two fingers to shake his hand, "Hi, uh, Red Arrow, I uh shoot arrows."

"Fascinating, now," Azmuth turned his attention to Ben and smiled, "Hold out your left arm, Ben."

Ben did so and Azmuth immediately tapped the Ultimatrix dial causing a bright green flash, when it dissipated, the Ultimatrix was gone. Ben was shocked to see his bare wrist again, "I-I don't understand."

"Of course you don't, You're a human," Azmuth reached to his belt and pressed a small blue dial that caused a cube the size of an apple to appear floating above Azmuth's hand, "Lucky for you I brought my Quantum Cube."

From the cube materialized a metallic syringe with green liquid in it, "This may sting a bit," He quickly plunged the needle into Ben's infected stub. The liquid coursed through his body in seconds as Ben grunted in pain both Roy and Azmuth cringed at his apparent agony watching his arm regenerate in a matter of moments, "You're just lucky a regeneration serum is the equivalent to Advil on Galvan Prime."

Ben stood and stretched his arm out, "Wow, the infections gone too!"

"Of course it is, now, I have something else for you that you may enjoy," Azmuth summoned his Quantum Cube and from it spawned two black and green gauntlets with the hour glass symbol on either one, both identical down to the circuitry. Ben leaned in closer quickly forgetting about his new arm.

"What... what are they?"

Azmuth cleared his throat, "I call it my Biomnitrix; witnessing your recent ventures and the new creative heights you've used my devices thus far, I decided to whip up something better suited to a hero of heroes..." The Galvan turned and allowed the devices to float towards Ben latching on to each wrist sounding the fully charged Omnitrix tone simultaneously, "With this device you have access to all one-million nine-hundred and twelve transformations but, the evolutionary function just seems far too messy."

Roy folded his arms feeling irrelevant to the conversation, he focused on re-packing his quiver, "Awe, what? I cant go Ultimate anymore?"

"Dont be a child, you dont need the evolutionary function from some second-best Galvan hack! You've got the greatest mind in the Universe here! My Biomnitrix allows you to mentally chose two different alien species and combine them into one new hybrid transformation! Far more advanced than that pathetic Ultimatrix rip-off," Azmuth turned away with his arms folded.

"Seriously? Fusion Aliens?" Ben stared at his wrists, analyzing his new found power, "That is the coolest thing ever..."

"Now, if you'll excuse me, i was making ground breaking discoveries with quark-matter and negative pulses and i must return," He turned and winked at Ben for a moment, "Don't disappoint me, Ben Tennyson," he flashed a coy smile before teleporting away through dimensions.

Roy sat down on a blanket in the corner and tossed a protein bar which Ben felt happy to catch in his newly regenerated right arm, "Get some rest and eat what you can; tomorrow we go on the offensive."

…

Thanks for reading! Stay Awesome!


	21. Happy New Years

I don't own Ben 10 or Young Justice

Happy New Years

 **Star City; 10:34AM; December, 31** **st** **, 2013.**

Roy and Ben sat up quickly at the sounds of footsteps outside the door, Ben rubbed his eyes and yawned for a moment, "Another tenant?"

Roy narrowed his eyes and grabbed his bow from the duffle beside him, pulling an arrow back and aiming it at the door, "There are no other tenants."

The doorknob twisted and shook as Ben raised his arms crossed ready to test his new powers. After a few failed attempts at opening the locked door, it was simply kicked in, stripping the hinges of the door and knocking it flat on the ground. Aqualad stepped inside slowly with his hands up.

"I am not here to hurt or apprehend you but, the team requires answers," Kaldur stepped forward but Ben mentally activated his Biomnitrix causing it to glow bright green and hum loudly, this meant only one thing causing Aqualad to back away, clearly raising questions in the Atlantean's mind but, ones that were less important than others.

"Tell me something you never told anyone else," Ben demanded as his Biomnitrix grew brighter, "Who broke your heart?"

Kaldur's face turned grim, "Tula, the love of my life, chose my best friend Garth over me; while my best friends on the surface world aim their weapons to my chest."

Ben and Roy shared a look of understanding and sympathy before lowering their weapons, "Let's chat."

…

"We were told that Roy was the mole but, we have reason to doubt-" Kaldur was interrupted by Roy talking as he drowned in a pool of self-pity, the Bio-Ship was filled with M'gaan at the helm, Superboy, Aqualad, Roy, Artemis, and Ben.

"Forget doubt, I _was_ the mole," As Roy finished his sentence they all held looks of hurt and surprise hearing it come directly from the source himself.

Conner sighed, "They told us you were a Cadmus clone, like me."

"That explains a lot; I was a sleeper agent, pre-programmed to infiltrate the League. I think Sportsmaster was my handler…" Roy continued as his train of thought was blocked by the mental commands embedded in his mind, "He had a key phrase… 'broken arrow', that could… shut me down, put me in a… hypnotic state to extract information or install more programming."

Roy turned to the team and sighed, "I would then carry out all orders subconsciously without any knowledge of what drove me… I think… one of those orders was to focus suspicion on the three of you," Artemis, Conner and M'gaan all shared a look before gaining a grim expression as well, "I'm… I'm so sorry…"

Aqualad spoke once again, this time questioning the Leagues ability, "How did Batman discover you? How did he stop Vandal Savage from taking over the League?"

Ben took over the conversation by slamming his fist on the dash only a few feet from Artemis, "He didn't." M'gaan noticed his look of pain and practically cringed herself.

Roy growled, "It might be too painful for him to say it, so I'll explain," He turned and stood, motioning to the entire team, "Vandal Savage has taken complete mental domination over the entire Justice League. Ben's Ultimatrix stopped his mind from being controlled by Savages 'Starro-Tech' as he dubbed it and once I had fulfilled the final parameters of my programming, I was free too. I'm sure Vandal planned to stick me with the virus too but, he paused to… bask."

Ben stood as the dash repaired itself organically, "He forced Superman to do some pretty fatal damage to my arm but, thanks to my old friend Azmuth, I came out the other end stronger than I've ever been before but, I wouldn't have even lived if it wasn't for Roy."

Ben looked around for a moment, "We're missing a few people, aren't we? Where are Wally and Dick? Are Veronica and Zatanna safe?"

Just then, M'gaan received metal contact from Robin as they approached in the Super-Cycle, "They're boarding now."

As the Super-Cycle docked inside the Bio-Ship, they noticed that not only were, Robin, Kid, Veronica and Zatanna aboard but, also a bound and gagged Black Canary along with Red Tornado's body AND half of a human-looking android who was cut down at the waist.

"Super-Cycle has been docked," M'gaan announced as Robin hopped out of the driver seat looking distressed.

"Good, cause we seriously need to compare notes."

…

"Ok," Ben had just finished telling everybody the full story, comparing what both groups knew and analyzing the situation, "So, we're several types of screwed. Good to know."

Red Tornado, who had transferred his consciousness into a human-like android body to avoid the effects of Starro-Tech, intervened, "With the entire League at his disposal, Vandal could dominate the world if he so chose."

Conner scoffed, "Well, we haven't seen full on death from above yet, so obviously he's waiting for something."

"Me," Ben announced, "He wants the Ultimatrix, and it's why he didn't kill me on the spot back on the Watchtower last night. He wants the Ultimatrix for some project involving Albedo."

Artemis grunted, "Ugh, that pompous dick needs an ass-kicking," as everyone agreed her choice of words was… poor.

"First things first, we need to find a cure for this Starro-Tech," Wally sighed, "Anyone know any master geneticist's?"

Ben smiled, "I bet I can help with that," He crossed his arms and his watches hummed to life, "BrainMatter!" A green light engulfed the cock pit but, instead of a familiar alien appearing in the after-glow. It was a completely new one that no one had seen before. It was the size of Grey Matter but had dark orange skin and a coruscation-like head, pincers for hands with the Biomnitrix symbol on his back.

"The combined intelligence of a Galvan and a Cerebrocrustation should be more than enough to concoct a cure for this Starro virus," Everyone stared as BrainMatter used his electrokinesis from his relatively large brain to float up to M'gaan's control console, "If someone would please allow me to examine a sample of the Starro-Tech?"

Veronica shouted from behind the group with her hands raised, "Oh, I have one! I have one!" She held up a small blue and red chip with odd curvatures and circuitry weaved into it. "Red Tornado tried to use one to infect us but, his sub-programing shut him down before he could," Veronica handed the chip to BrainMatter who smiled before taking it.

"Good work," As Veronica smiled Ben looked over the chip, analyzing it closely, "Oh for the love of-"

"What? You can't do it?" M'gaan asked as they all looked defeated immediately.

"Can't do it? This might as well be a science fair baking soda volcano! This has Albedo written all over it! He's a genius by your standards but, by Galvan standards this is just sloppy craftsmanship, the nano-weave isn't even properly set!"

Aqualad held the bridge of his nose for a moment, "How long will it take to reverse engineer a cure?"

"Only a few minutes; I just need a proper circuit disruptor to redirect the charge and short-circuit the cortex inhibitor," They responded to this news with a long, grim sigh, "Someone just hand me a bobby-pin or paper clip…"

Artemis pulled a bobby pin from her hair and flicked over to BrainMatter, "Never leave home without it," she stated proudly.

"Let's not forget, someone would need to apply the Cure-Tech to each Leaguer individually like how Vandal infected them in the first place," Wally pointed out as BrainMatter tweaked at the alien technology but, his proposal was one that would be considered suicide to anyone else.

M'gaan put a finger to her chin, "Maybe we could apply the cure to Black Canary and Red Tornado first and send them in as Trojan Horses?"

They all smiled, "That just might work," Conner commented as BrainMatter cleared his throat.

"No, it wouldn't. The Starro-Tech is remote-control based, meaning it's very likely they would know who is and isn't infected," He didn't take his eyes off of the Starro-Tech and continued analyzing it.

"So, how long do you think it'll-"

"Done!" BrainMatter reverted back to normal in an instant glow smiling as he held up fifteen chips that were green rather than blue and red like the Starro-Tech.

Kaldur placed a hand to chin, "Now we simply need a distraction to keep them busy…"

Ben put his hands behind his back and kicked imaginary rocks as he looked in the other dimension, "Ya know, Roy, wasn't Azmuth saying something about the new Biomnitrix being strong enough to fight the entire League?"

The team raised an eyebrow almost simultaneously as Roy cleared his throat and smiled obviously going along with the lie to make the best of a bad situation, "R-Right, yea he did. That might actually be a-"

"No freaking way," M'gaan slammed the organic door to the cockpit behind her as she left the room.

Ben slumped his head in defeat as Zatanna stepped up next to him, "You knew she wouldn't like that idea, didn't you?"

"Yup," Ben sighed and ran his hand through his hair, "I'll go talk to her," he was about to leave the room when the sorceress grabbed his arm.

"Just remember that you haven't really talked to her in depth for over a month and how that would make a teenage Martian girl feel, okay?"

Ben looked dumbfounded, "I have no idea how to use that advice but, I'll do my best," Ben placed his hand on the organic door as the team began mingling amongst themselves.

"Let me in? Please?" Ben didn't hear an answer but the door melded around him and formed a passage way. He stepped through as the door shut itself behind him; M'gaan was turned facing the wall facing her back to him.

"So, I know I've pretty much screwed this relationship up by now," Ben started rubbing his neck with his right arm, "But, I can't let an entire world suffer if I know I can do something about it."

M'gaan was silent for a moment but turned around to reveal tears streaming down her cheeks, "What about me? You'll let me suffer?"

Ben looked to the ground, disappointed in himself and the situation, M'gaan continued to cry as she approached him, "When you left you said we'd be together after Vilgax was stopped. Well that was almost a week ago and we've barely even talked to one-another!"

She wiped the tears from her face and crossed her arms across her chest, "I can't help but wonder if you lost feelings for me up on that mountain."

Ben smiled grabbing her hands and pulling her towards him, "I lost my family, I lost my arm, I lost part of my sanity but never think that I've lost you. If you haven't noticed things are more than hectic right now, I just need to beat the Justice League and stop Vandal then-"

"Then we'll be together? You said that last time!" M'gaan grunted as more tears fell from her eyes, "I swear I won't let you do this, I won't let you throw your life away fighting a battle you aren't even sure you can-"

M'gaan was cut off by Ben pressing his lips against hers, shutting her up completely she fell into the embrace and wrapped her arms around his neck, tears still streaming down her cheeks she felt a warmth that she had thought she lost but, it was here all along waiting to be freed. A look of pain on her face but, also a look of satisfaction as if this was what she had needed for months, her lover, her man, her Ben. He separated himself from her, pulling away slowly as their eyes were still closed he whispered, "I can't risk losing you too." He cupped her cheeks with his hands. "I'll come back, I promise."

She nodded dutifully, wiping the remaining tears from her eyes and face; they opened the door as the entire team aside from Tornado fell into the room as if they had been leaning against the door, attempting to listen in on them.

Wally chuckled, "Heh, congratulations?"

…

" _Recognized: Ben 10; A21,"_ The yellow flash of light signified Ben's arrival onto the Watchtower, Vandal was standing in the main hall, staring out into space and viewing the Earth as if it were a marble.

Klarion, whom Ben had a slight problem keeping himself from attacking, floated above him with some sort of keyboard floating in his lap.

"I have lived for over one-hundred thousand years," Vandal began, "I've seen kingdoms rise and fall, civilizations wiped from existence or created overnight, I've witnessed kings and queens rule and be over thrown but, never have I seen anything quite like the Justice League," Vandal turned around as Hal Jordon floated down next to him acting as his knight in shining armor, "They were dedicated to maintaining societies calcified status quo; the League would protect mankind from disaster, crime, tragedy of any kind. Have you never heard of the survival of the fittest?"

Ben was silent, he glared at Savage as he continued his rant, "In essence you 'heroes' sought to protect mankind from its own glorious evolution."

"As such you forced my more enlightened collogues and I to organize a response; we created a co-opted network of operatives, placed key individuals in key positions, made certain we were on the cutting edge of all new technology, genetic engineering, bio-chemical engineering, robotics, nano-robotics, even techno-sorcery and not to mention every conceivable version of mind-control." Savage turned again facing the world outside the glass, "Cold hard science and a little misdirection and now you champions of stagnation have become our agents of change, forcing the human race to evolve on a more advanced schedule, allowing Earth to take its rightful place at the center of the cosmos."

Ben stared at him, he waited for Vandal to continue but didn't flinch at the over-all monologue that just occurred, after a few seconds, Ben grinned, "So… How many times did you practice that in the mirror this morning?"

Vandal closed his eyes and turned around, grunting as he did so, "Amusing."

Ben crossed his arms quickly shouting, "DiamondArms!" the green glow revealed an 8-foot tall humanoid creature made completely of red-crystal sporting four arms and four eyes with the Biomnitrix symbol slapped on his waist. This caused Vandal to raise his brow, he had studied all of Ben's fighting techniques and alien transformations but he had never seen the boy transform into a fusion alien before nor had he seen the Biomnitrix which only made him more curious.

"So, let's get this over with, bring on the League," DiamondArms chuckled confidently as Vandal stepped forwards.

"Oh but, that's exactly what you expected to happen, isn't it?" Vandal waved his hand upwards as Hal Jordan stepped backwards and floated up towards Klarion, "No, boy, now you fight the one person who knows you inside and out." Vandal snapped his fingers and a speedster zoomed in and generated a flash of red light leaving Albedo in his place.

"Hello again, old friend," Albedo immediately noticed the fusion transformation and the Biomnitrix symbol, "That fool Azmuth trusted you with yet another of his insipid devices? No matter."

A red light engulfed Albedo and dropped a hulking Tetramand in his place, "I'm gonna put you in the ground once and for all, Tennyson!" They charged at one-another as fists and palms clashed and the two entered a deadlock pushing against the other with all their strength. Albedo released one of his lower hands to throw an uppercut that pushed DiamondArms back on his heels; The fusion responded by using two diamond-hard arms to back hand Fourarms through the air and into the steel walls.

"Finish him, Albedo!" Vandal shouted.

Fourarms allowed a red light to erupt from his Ultimatrix as he became a Vaxasaurian and snorted towards the immortal, "I don't take orders from anyone! I'm doing this because _I like it_ ," he slapped his chest and a wave of negative red energy spread across his skin and allowed him to evolve. The Ultimate Humungousaur morphed his fists into twin gattling-guns firing off missile rounds at his enemy.

A green light engulfed DiamondArms as a new creature appeared on all fours and with a bright flaming skull, this alien fusion shouted with a growl, "WildFire!" before snarling and charging towards Ultimate Humungousaur leaving a trail of flames dodging through explosions, ignoring the heat completely. As he approached he unleashed a massive orb of flames from his mouth forcing Albedo to cover his face with his armored forearms. A green light flashed as the villain uncovered his eyes he received two right hooks from, "Fourmungasaur!" a Vaxasaurian dinosaur with four arms, eyes and dense red Tetramand skin; the punch sent Albedo skidding on his heels, however; he planted his feet and threw a left-straight into Fourmungasaurs face knocking him on his back. Albedo transformed again and as the crimson light died down Ultimate Spider-Monkey landed on top of Fourmungasaur mounting him and trapping him with mounds of webbing from his mouth.

"My Ultimatrix is far superior to anything even the great Azmuth can create!" Spider-Monkey pounded on his ape chest and howled as yet another green glow signified a transformation beneath him. Suddenly, he was hit with a jolt of electricity frying him and his webbing followed by two feet drop kicking him several feet away.

"CrashShocker! You should know by now, Azmuth is way smarter than you, you can't out-smart him and you can't beat me," Albedo turned in anger using his powers to fire a net of webbing at the hero whom leaped over it and slammed his fist into the ground sending volts electricity through the steel floors shocking Ultimate Spider-Monkey again.

Vandal took note of this and scowled, looking up at Klarion he murmured, "Call in the League, return all interstellar missions immediately…" Klarion pressed only a few buttons before a Boomtube portal opened up and spat out, Superman, Wonder Woman, John Stewart, Hawkman, Hawkgirl, and Martian Manhunter onto the main deck, "Kill Ben Tennyson, we can still reverse engineer any tech we need from your Omnitrix's remains."

CrashShocker gulped before transforming once again as he was slowly surrounded, "Kicken Eye! I think this is gonna be way harder than _eye_ thought," This new form was a 6-foot-tall humanoid with two large ears on its head surrounded by feathers and organic eyeballs implanted across his arms and chest. He wore a green belt across his waist that acted as a holster for the Biomnitrix.

They all stared him down, although; Kicken Eye was able to see all of them at once with his many angles. Superman and Martian Manhunter rushed him from either side but, this form's natural combat skill allowed him to redirect Superman's fist as it flew towards him until he punched Manhunter across the room instead. The Kryptonian turned to finish the job but, was blasted by a beam of green energy coming from a now smoking large singular eye-ball on his chest which retracted and separated into many eyes once again. "Anyone else want some?"

"Someone kill him! He's just one child!" Vandal ordered loudly as Wonder Woman threw a right hook which was avoided by Kicken Eye dipping backwards and blasting her from the eye on his chest, however; she was ready with her blessed bracelets blocking the beam and allowing her to pass through it. He dodged to the left as the beam slowed her down enough for him to keep up with her punch, he back flipped to a distance and allowed a green light to engulf him once again, "GoopBlast!" a green humanoid blob of flaming acid animated by a floating metal disc above its head announced his arrival in a nasally voice.

John unleashed beams of will power, using his ring to accurately shoot his enemy but the blasts flew right through the blob not even phasing him, "Sorry, can't beat me that way but, hey? Here's mud in your eye!" GoopBlast launched a flaming mass of acid into the air towards the Lantern causing him to shield himself. Suddenly a crimson light came from the background and GoopBlasts metal gravity disc was pulled from its orbit causing Ben to liquidize into a puddle, "What's going on?" he shouted.

Negative Loadstar stood only feet away with the disc firmly in his hand, "Polymorphs of any kind are pretty useless without their Anti-Gravity Projectors," Loadstar levitated it into the air between his hands and crushed it with his magnetic prowess.

A green light flashed leaving Ben surrounded by the recovering Justice League and increasingly aggravated Albedo; "I don't suppose I could call a time-out?"

"Kill him now!" Green Lantern raised his ring and fired a beam just as a metal-panel from the floor ripped itself upwards blocking the blast.

"His friends are here?" Vandal questioned Klarion whom shook with anger.

"They took all my toys!" He shouted staring at his screen with the Starro-Tech victims around the Watchtower slowly being cured, "No! No! No!"

Kid Flash sped in next to Ben helping him up with a comforting hand, M'gaan floated down behind him, Superboy leapt from a higher deck landing on the ground with a clap of thunder from the impact; Superman's eyes turned crimson just as an arrow flew straight for him detonating on his face and spreading a kryptonite laced cloud of smoke. Conner quickly slapped his oxygen breather on, as per the plan, and readied himself for a fight. Artemis and Robin ran up from behind just as Superman keeled over and fell unconscious, "Sorry to spoil your spoils," Robin announced, "But, we have to object on the whole 'kill Ben Tennyson' thing, it's just not working for us…"

Vandal took a step back, "Red Tornado and Black Canary must've been captured before infecting even one of those children, damn it, attack!"

Klarion flashed a grin and sent his minions forward as the Team focused primarily on getting the cure to each League member save for Superman whom Kid super-sped cured as the fight begun. Ben and Albedo stared each other down for several seconds as chaos ensued around them. Explosions and the thundering of beams and mountain toppling punches roared around them but, it didn't break their focus.

"I don't know why you hate me so much," Ben stated clearly and loudly enough so that Albedo could hear him, "You could have stayed with Azmuth, he would have found a cure in no time and-"

"I'd rather die than go to that pompous sniveling prick for help, and the only other option is to take your Omnitrix!"

"Well its gone, Azmuth has it, this is the Biomnitrix!" Ben pointed to his wrist but the visceral hate in Albedo's eyes never died like a raging fire.

"You've done too much already, I simply cannot forgive! You trapped me in this body, damaged it, and then you interrupted my last chance at becoming Galvan again! I simply cannot forgive!" Albedo ran forwards transforming into Cannonbolt rolling at high speeds towards Ben whom jumped out of the way crossing his arms.

"BigChuck!" A Gourmand appeared clad in white and green armor and scaling fifty feet tall with a glowing emerald spike pultruding from his head, "Come here, you!" he shouted as dozens of tendrils sprung from his throat and wrapped themselves around Cannonbolts rolling form. Albedo grunted with a wave of negative energy flowing over him, turning him into an Evolved Arburian Pelarota with silver armor and spikes running across his shell. He severed the tendrils with a quick spin and made a bee-line for BigChuck whom shouted in pain, "That hurts ya know!" he shot his tendrils at the metallic ground and ripped a sheet of steel from it swallowing it whole. He upchucked three massive green orbs one at a time exploding like a grenade narrowily missing Albedo each time. Cannonbolt came forwards with unimaginable speed and rammed BigChuck's stomach causing his to burp loudly and slam back first into the Zeta-Tube teleporters taking them out of commission.

"That is it!" BigChuck reverted back into Ben before crossing his arms and allowing an emerald glow to overcome his entire body resulting in the fusion of Shocksquatch and Clockwork which been appropriately dubbed, "ClockShock!" His entire body was composed of a brown metallic-substance with a wind-up spring on his head that sprouted three horns and green circuitry running down his body. The wind-up spring on his head spun rapidly as Cannonbolt, The Leaguers, The Team, and even Vandal Savage froze in place; a green wave signified time had slowed to a halt as the new alien slapped his hands together and sent a strategic bolt of electricity conducting its way through all of the enemies on the battlefield. The electrocution stunned them all immediately, Wonder Woman, both Lanterns, Manhunter, and the Hawks all fell limp allowing Kid Flash to zoom by and place cures on each of their necks one by one.

Vandal narrowed his eyes, "The plan was a success," he looked up to Klarion, "We're leaving."

The childish witch pounded his fist on his now blank mystical control board, "But I didn't even get to have any fun!"

A Boomtube opened and Savage turned to face it, "We both know if you joined the battle here, you'd tear the entire space-station apart."

Klarion pondered for a moment lowering himself down to the immortal's level, "No I wouldn't," he said confidently until his kitten-familiar meowed in his ear, "Alright, yea, I'd bring the chaos…"

Ben reverted back to normal as he looked around and noticed Klarion getting away, "Grab him too," Vandal stated pointing at an unconscious Albedo whom was sucked in by a mystical portal opening below him.

"No!" Ben shouted as he formed several discs of blue mana firing them rapidly at Savage and Klarion but, ultimately missing as the two villains escaped without another word, "Damn!" He shouted in frustration, running a hand through his hair.

M'gaan, Conner, Wally, Artemis, Kaldur, Dick, Roy, and Ben all gathered together amongst the unconscious Justice League, "Well, we saved the League, stopped Vandal from taking over Earth, and all before New Year's!" Kid shouted.

"This couldn't be Savages entire plan; there has to be something we're missing and since he took all our witnesses with him, we have nothing to go off of," Ben shoved his hands in his pockets until the hem reached his individual watches.

"I wouldn't sell yourselves short," Batman announced as he held his head and stood; groans filled the Watchtower as the other heroes slowly came-to, "I'm glad we have such a formidable team mate on the League and furthermore, I'm glad we have such a reliable team to back us up. You all did great work here today," Batman actually managed to smile proudly which Dick enjoyed the most.

"Actually," Ben noted, "I've been thinking and I don't think I'm cut out for Justice League just yet…"

Bruce raised a brow under his cowl, "Is that so?"

"Yea," he turned to face his friends as they all gathered together with smiles and joyous grins, "In fact, I think I'm right where I need to be."

"Then it's settled, I'll have the paperwork set up by morning and you'll officially be leader of the Team again," he turned to face the League with a smile, "Not that you ever really left to begin with…"

Suddenly, the computer announced the time and date on schedule as usual, _"12: 00A.M Midnight, January 1_ _st_ _2014; Happy New Year's Justice League."_

Ben and M'gaan got close together before the Martian spoke up, "So now that everything's settled?" She asked as he wrapped his arms around her waist.

"I can finally be happy," he noted as they came together for a kiss which melded their lips together naturally.

"How sweet," Wally chuckled as Artemis grabbed his wrist, "What're you-" she pulled him towards her for a brain-melting kiss on the lips before pulling away and hugging him tight.

"Something I should have done a long time ago…" she mumbled as they continued kissing.

…

The founding members of the Justice League including Ben and Roy were gathered around the league conference table as Roy explained himself with his head in his hands, "Everything I thought I knew about myself is a lie, I'm not a hero or a Leaguer," Black Canary put a hand on his arm but, he pulled away, "I'm a trader, a pawn; I'm just a clone."

Ben spoke up trying to let him see the bright side, "Roy, things will get-"

"I'm not Roy!" He snapped demanding silence, "I don't know what I am…" He stood up, slowly striding towards the teleporter pad as the Zeta-Tubes were still off-line, "All I know is I need to find the _real_ Roy Harper," They worried for him but, worse, they worried what he might do next… being without an identity could be emotionally challenging and could sway him in any direction.

"Guardian is already searching Cadmus…" Batman reassured.

…

 **Cadmus; January 1** **st** **2014; 1:54A.M.**

Ra's Al Ghul and a group of assassins followed him through the corpses of Genomorph's and scientists as they had been cut down without effort, "The League will be here shortly, take anything that might be of use…"

Lex Luthor stepped forwards with a mind controlled Guardian staring blankly behind them, "Project: Ten should come in handy," Luthor noted as a large thug rolled a pod with a ten-year old boy frozen inside, on his wrist, was a white and black wrist band with the green hour-glass symbol emblazoned on the dial, "Ben Tennyson's human DNA was difficult enough to extract during Vilgax's rampage; I'm sure that effort wasn't in vein."

…

 **Watchtower; January 1** **st** **2014; 1:55A.M.**

"Something else is wrong," Ben noted as Robin, Kaldur, and Batman stared intently at holo-screens with him noticing time gaps during their mind controlled states.

Robin tapped several buttons before pulling up the six leaguers that were brought to the watchtower to battle Ben during the initial fight, "All Leaguers were under Savages control for just over a day; most of that time is accounted for but, these six went missing for a total 16 hours that we can't account for."

Batman narrowed his eyes in disgust, "What did we do…?"

 **Hey Guys its Gogeta SSGSS here and I wanna thank you for reading this far into the story, I know it's supposed to be abandoned but, I got into the Ben 10 mood recently and YJ is getting a Season 3 so the hype is too real to abandon this story. I will be continuing it from here with Season 2 whenever I have the time to write. I hope you like how I incorporated the Biomnitrix into my story and I hope you all enjoyed reading it as much as I enjoyed writing it.**

 **This story now has over 120,000 reads and I can't thank you all enough! Support the official release of this story please! Majestic Nightfury has simply lost interest in my story and has failed to update promptly as was the deal for the adoption making it moot.**

 **THE JUSTICE ERA WILL LIVE ON!**


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